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California's Uniform Limited Partnership Act of 2008: Summary and Analysis of the Act's Major Provisions

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Print Book :Single volume (c. 120 pages)
ISBN: 9781422420959
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Effective January 1, 2008, the California Uniform Limited Partnership Act of 2008 presents both opportunities and challenges for many California enterprises and their advisors. It holds major changes for those practicing in the field of enterprise formation and planning, including broadening purposes for which limited partnerships may be formed, new provisions as to managing limited partnership affairs, changes in the "default" rules as to transferability of partnership interests, and other new rules. This special pamphlet, authored by R. Bradbury Clark, one of the most prominent corporate and business lawyers in California, provides business lawyers with a comprehensive and insightful analysis of the impending 2008 Act.

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Table of Contents

A. Introductory Matters 
§ 1 Enactment
§ 2 Terminology Used in this Pamphlet
§ 3 California Limited Partnership Legislation
§ 3.01 Before the California Act
§ 4 Major Changes Made by 2008 Act
§ 4.01 Overview
[1] Approach of 2008 Act
[2] 2008 Act is a “Standalone” Law
§ 4.02 Important Specific Changes
[1] General
[2] Partnership Purpose
[3] Partnership Agreement
[4] Duration
[5] Management
[6] Partners’ Fiduciary Duties
[7] Limited Partner Liability
[8] Access to Information
[9] Profits and Losses
[10] Contributions
[11] Distributions
[12] Conversion and Merger
[13] Dissolution
[14] Transferability of Partnership Interests
§ 5 Exceptions to Applicability to Pre-2008 Partnerships after 2010
§ 6 Elections under 2008 Act by Pre-2008 Partnerships
§ 7 Resemblance to Uniform Law

B. The Uniform Limited Partnership Act of 2008 — “2008 Act”
§ 8 General Matters
§ 8.01 Background
§ 8.02 Comments on 2008 Act; Legislative History
§ 8.03 Applicability of 2008 Act
§ 8.04 Other General Matters
§ 9 Definitions
§ 9.01 General
§ 9.02 Acknowledged
§ 9.03 Certificate of Limited Partnership
§ 9.04 Contribution
§ 9.05 Debtor in Bankruptcy
§ 9.06 Designated Office
§ 9.07 Distribution
§ 9.08 Domestic Corporation
§ 9.09 Electronic Transmission by the Partnership
§ 9.10 Electronic Transmission to the Partnership
§ 9.11 Foreign Limited Liability Limited Partnership
§ 9.12 Foreign Limited Partnership
§ 9.13 Foreign Other Business Entity
§ 9.14 General Partner
§ 9.15 Interests of All Partners
§ 9.16 Interests of Limited Partners
§ 9.17 Limited Partner
§ 9.18 Limited Partnership
§ 9.19 Mail
§ 9.20 Majority in Interest of all Partners
§ 9.21 Majority in Interest of the Limited Partners
§ 9.22 Other Business Entity
§ 9.23 Parent
§ 9.24 Partner
§ 9.25 Partnership Agreement
§ 9.26 Person
§ 9.27 Person Dissociated as a General Partner
§ 9.28 Principal Office
§ 9.29 Proxy
§ 9.30 Record
§ 9.31 Required Information
§ 9.32 Return of Capital
§ 9.33 Sign
§ 9.34 State
§ 9.35 Time a Notice Is Given or Sent
§ 9.36 Transact Intrastate Business
§ 9.37 Transfer
§ 9.38 Transferable Interest
§ 9.39 Transferee
§ 10 Knowledge and Notice
§ 11 Nature, Purpose and Duration of Entity
§ 12 Powers of Limited Partnerships
§ 13 Governing Law
§ 14 Supplemental Principles of Law; Rate of Interest
§ 15 Name
§ 16 Reservation of Name
§ 17 Partnership Agreement; Nonwaivable Provisions
§ 17.01 The Effect and Importance of Partnership Agreement
[1] General
[2] Coverage of Governance
§ 17.02 Statutory Provisions that May Not Be Changed or Waived by a Partnership Agreement
§ 17.03 Importance of Partnership Agreement
§ 18 Information a Partnership Must Keep at its Designated Office
§ 19 Business Transactions of Partner with Partnership
§ 20 Dual Capacity
§ 21 Office; Agent for and Service of Process
§ 21.01 Required Office
§ 21.02 Service of Process; Production of Books and Records
§ 22 Selection of Jurisdiction; Consent to Arbitration
§ 23 Formation of Limited Partnership; Certificate of Limited Partnership
§ 23.01 Formation
§ 23.02 Certificate of Limited Partnership
§ 23.03 Recording with County Recorder
§ 24 Amendment or Restatement of Certificate
§ 24.01 Amendment
§ 24.02 Restatement
§ 25 Certificate of Cancellation
§ 26 Signing and Filing of Records
§ 26.01 Required Signers
§ 26.02 Signing and Filing Pursuant to Judicial Order
§ 26.03 Delivery to and Filing of Records by Secretary of State; Effective Time and Date
§ 26.04 Correcting Filed Record
§ 26.05 Liability for False Information in Filed Record
§ 27 Revival of Limited Partnership
§ 28 Limited Partners
§ 28.01 Becoming Limited Partner
§ 28.02 No Right or Power to Bind Partnership
§ 28.03 Non Liability as Limited Partner for Partnership Obligations
§ 28.04 Rights to Information
[1] Demand for Information
[2] Response to Demand
[3] Other Rights as to Information
§ 28.05 Duties of Limited Partners
§ 28.06 Person Erroneously Believing Self to Be Limited Partner
§ 28.07 Classes of Limited Partners
§ 29 General Partners
§ 29.01 Becoming General Partner
§ 29.02 General Partner as Agent of Partnership
§ 29.03 Partnership Liability for General Partner’s Conduct
§ 29.04 General Partner’s Liability
§ 29.05 Actions by and against Partnership and Partners
§ 29.06 Management, Reimbursement and Remuneration Rights of General Partner
[1] Management
[2] Reimbursement
[3] Remuneration
§ 29.07 Right of Current and Former General Partner to Information
[1] Rights of Current Partners
[2] Rights of Former General Partners
[3] Rights of Transferees
§ 29.08 General Standards of General Partner’s Conduct; Loyalty and Care
§ 29.09 Classes of General Partners
§ 30 Contributions
§ 30.01 Form of Contribution
§ 30.02 Liability for Contribution
§ 31 Profits and Losses; Distributions
§ 31.01 Sharing of Distributions
§ 31.02 Allocation of Profits and Losses
§ 31.03 Interim Distributions
§ 31.04 Distribution Right on Dissociation
§ 31.05 Distribution in Kind
§ 31.06 Right to Distribution
§ 31.07 Limitations on Distribution
§ 31.08 Liability for Improper Distributions
§ 32 Dissociation
§ 32.01 As a Limited Partner
[1] General Rules
[2] Specific Bases for Dissociation
§ 32.02 Effect of Dissociation as Limited Partner
§ 32.03 Dissociation as General Partner
§ 32.04 Person’s Power to Dissociate as General Partner; Wrongful Dissociation
§ 32.05 Effect of Dissociation as General Partner
§ 32.06 Dissociated General Partner’s Power to Bind and Liability to Partnership before its Dissolution
§ 32.07 Liability to other Persons of Dissociated General Partner
§ 33 Transferable Interests and Rights of Transferees and Creditors
§ 33.01 Partner’s Transferable Interest
§ 33.02 Transfer of Partner’s Transferable Interest
§ 33.03 Rights of Creditor of Partner or Transferee
§ 33.04 Power of Estate of Deceased Partner
§ 34 Dissolution and Winding Up
§ 34.01 Nonjudicial Dissolution
§ 34.02 Judicial Dissolution
[1] Application for Dissolution
[2] Partners’ Right to Avoid Judicial Dissolution
§ 34.03 Winding Up
§ 34.04 Power of Current and Dissociated General Partner to Bind Partnership after Dissolution
[1] Current Partner
[2] Dissociated General Partner
§ 34.05 Liability after Dissolution of Current and Dissociated Partner to Limited Partnership, Other General Partners, and Persons Dissociated as General Partner
§ 34.06 Claims against Dissolved Partnership
§ 34.07 Disposition of Assets; When Contributions Required
§ 35 Foreign Limited Partnerships
§ 35.01 Governing Law
§ 35.02 Application for Certificate of Registration
§ 35.03 Activities Not Constituting Transacting Business
§ 35.04 Filing Certificate of Registration
§ 35.05 Noncomplying Name of Foreign Limited Partnership
§ 35.06 Liability For False Statement in Application for Registration
§ 35.07 Cancellation of Certificate of Registration; Effect of Failure to Have Certificate
§ 36 Actions By Partners
§ 36.01 Direct Actions By Partner
§ 36.02 Derivative Actions
[1] Proper Plaintiff
[2] Proceeds and Plaintiff’s Expenses
[3] Furnishing Bonds
§ 37 Conversion of Partnerships
§ 37.01 Definitions Particular to Conversions
[1] Converted Entity
[2] Converted Limited Partnership
[3] Converting Limited Partnership
[4] Converting Entity
[5] Foreign Other Business Entity
[6] Other Business Entity
§ 37.02 Conversion of Limited Partnerships; Conditions
[1] Conditions and Effect of Conversion
[2] Compliance with Law Governing Other Entity
§ 37.03 Plan of Conversion
§ 37.04 Amendment of Plan of Conversion
§ 37.05 Abandonment of Conversion
§ 37.06 Effective Date of Conversion; Evidence of Conversion
§ 37.07 Compliance with Other Laws
§ 37.08 Service of Process
§ 37.09 Certificate or Statement of Conversion
§ 37.10 Real Property; Establishment of Record Ownerships
§ 37.11 Conversion to a Domestic Limited Partnership
§ 37.12 Conversion to Another Entity
§ 38 Mergers
§ 38.01 General; Terminology
§ 38.02 Definitions Particular to Mergers
[1] Constituent Corporation
[2] Constituent Limited Partnership
[3] Constituent Other Business Entity
[4] Disappearing Limited Partnership
[5] Disappearing Other Business Entity
[6] Foreign Other Business Entity
[7] Other Business Entity
[8] Surviving Limited Partnership
[9] Surviving Other Business Entity
§ 38.03 Entities That May Merge
§ 38.04 Agreement of Merger
[1] Approval
[2] Terms and Conditions of Merger
§ 38.05 Amendment or Abandonment of Agreement of Merger
§ 38.06 Abandonment
§ 38.07 Amendment or Adoption of New Partnership Agreement
§ 38.08 Location and Inspection of Agreement of Merger
§ 38.09 Filing of Certificate or Agreement of Merger
§ 38.10 Effective Date and Evidence of Merger
§ 38.11 Succession to Assets and Liabilities of Disappearing Entities
§ 38.12 Mergers with Foreign Limited Partnerships and Other Business Entities
§ 38.13 Vesting of Real Property in Merger Survivor
§ 38.14 Recording of Certificate Creates Conclusive Presumption of Merger
§ 39 Dissenting Rights of Limited Partners in Mergers, Conversions and Reorganizations
§ 39.01 Definitions Particular to Dissenting Rights
[1] Control
[2] Dissenting Interest
[3] Dissenting Limited Partner
[4] Reorganization
§ 39.02 Right to Require Purchase of Dissenting Interest
§ 39.03 Purchase of Dissenting Interests
§ 39.04 Litigation as to Status and Value of Dissenting Interest
§ 39.05 Withholding of or Credits Reducing Certain Payments Due to Dissenting Limited Partners
§ 39.06 Rights of Dissenting Limited Partners; Withdrawal of Demand
§ 39.07 Loss of Status as Dissenting Interest
§ 39.08 Litigation as to Adequacy of Vote or Consent
§ 39.09 Applicability of Dissenters’ Rights Provisions
§ 39.10 Rights of Limited Partners to Challenge Reorganization
C. Choice of Limited Partnership for an Enterprise
§ 40 General
§ 41 Formation
§ 41.01 Required Filings
§ 41.02 Organic Documents
§ 42 Operation
§ 42.01 Structure
§ 42.02 Governance
§ 42.03 Nature of Business
§ 43 Personal Liability of Owners
§ 44 Tax Aspects
§ 45 Continuity of Existence
§ 46 Anonymity of Owners
§ 47 Financing
§ 48 Conclusion as to Choice of Form