2005 California Corporations Code Sections 15611-15620 Article 1. General ProvisionsCORPORATIONS CODE
15611. As used in this chapter, unless the context otherwise requires: (a) "Acknowledged" means that an instrument is either of the following: (1) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code. (2) Executed to include substantially the following wording preceding the signature: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. Any certificate of acknowledgment taken without this state before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated. (b) "Capital account" of a partner, unless otherwise provided in the partnership agreement, means the amount of the capital interest of that partner in the partnership consisting of that partner's original contribution, as (1) increased by any additional contributions and by that partner's share of the partnership's profits and (2) decreased by any distribution to that partner and by that partner's share of the partnership's losses. (c) "Certificate of limited partnership" or "certificate" means the certificate referred to in Section 15621, including all amendments thereto. (d) "Constituent corporation" means a corporation which is merged with or into one or more limited partnerships or other business entities and includes a surviving corporation. (e) "Constituent limited partnership" means a limited partnership which is merged with or into one or more other limited partnerships or other business entities and includes a surviving limited partnership. (f) "Constituent other business entity" means an other business entity that is merged with or into one or more limited partnerships and includes a surviving other business entity. (g) "Contribution" means any money, property or services rendered, or a promissory note or other binding obligation to contribute money or property, or to render services as permitted in this chapter, which a partner contributes to a limited partnership as capital in that partner's capacity as a partner pursuant to an agreement between the partners, including an agreement as to value. (h) "Disappearing limited partnership" means a constituent limited partnership which is not the surviving limited partnership. (i) "Disappearing other business entity" means a constituent other business entity that is not the surviving other business entity. (j) "Distribution" means the transfer of money or property by a partnership to its partners without consideration. (k) "Domestic corporation" means a corporation formed under the laws of this state. (l) "Foreign limited partnership" means a partnership formed under the laws of any state other than this state or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners (or their equivalents under any name). (m) "Foreign other business entity" means an other business entity formed under the laws of any state other than this state or under the laws of a foreign country. (n) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement or a person who has been admitted as a general partner pursuant to Section 15641. (o) "Interests of all partners" means the aggregate interests of all partners in the current profits derived from business operations of the partnership. (p) "Interests of limited partners" means the aggregate interests of all limited partners in their respective capacities as limited partners in the current profits derived from business operations of the partnership. (q) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement, or an assignee of a limited partnership interest who has become a limited partner pursuant to Section 15674, or, to the extent provided in subdivision (b) of Section 15662, a former general partner who has ceased to be a general partner. (r) "Limited partnership" or "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners. (s) "Mail" means first-class mail, postage prepaid, unless registered mail is specified. Registered mail includes certified mail. (t) "Majority in interest of all partners" means more than 50 percent of the interests of all partners. (u) "Majority in interest of the limited partners" means more than 50 percent of the interests of limited partners. (v) "Other business entity" means a corporation, general partnership, limited liability company, business trust, real estate investment trust, or an unincorporated association (other than a nonprofit association), but excluding a limited partnership. (w) "Parent" of a specified limited partnership means each general partner of the limited partnership, each person possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of a general partner of the limited partnership, and a person owning, directly or indirectly, limited partnership interests possessing more than 50 percent of the aggregate voting power of the specified limited partnership. (x) "Partner" means a limited or general partner. "Partner of record" means a partner named as a partner on the list maintained in accordance with subdivision (a) of Section 15615. (y) "Partnership agreement" means any valid oral or written agreement of the partners as to the affairs of a limited partnership and the conduct of its business, including all amendments thereto. In the event the partnership agreement consists of an oral agreement and a dispute arises concerning what the terms and conditions of the agreement are, the burden of proof shall be on the general partner or partners. (z) "Person" means an individual, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, limited liability company, or other entity. (aa) "Proxy" means a written authorization signed by a partner or the partner's attorney in fact giving another person the power to vote with respect to the interest of that partner. "Signed," for the purpose of this section, means the placing of the partner's name on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the partner or partner's attorney in fact. (ab) "Return of capital" means any distribution to a partner to the extent that the partner's capital account, immediately after the distribution, is less than the amount of that partner's contributions to the partnership as reduced by prior distributions which were a return of capital. (ac) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. (ad) "Surviving limited partnership" means a limited partnership into which one or more other limited partnerships or other business entities are merged. (ae) "Surviving other business entity" means an other business entity into which one or more limited partnerships are merged. (af) "Time a notice is given or sent," unless otherwise expressly provided, means the time a written notice to a partner or the limited partnership is deposited in the United States mails; or the time any other written notice is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient; or the time any oral notice is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. (ag) (1) "Transact intrastate business" means entering into repeated and successive transactions of business in this state, other than interstate or foreign commerce. (2) A foreign limited partnership shall not be considered to be transacting intrastate business merely because of its status as any one or more of the following: (A) A shareholder of a foreign corporation transacting intrastate business. (B) A shareholder of a domestic corporation. (C) A limited partner of a foreign limited partnership transacting intrastate business. (D) A limited partner of a domestic limited partnership. (E) A member or manager of a foreign limited liability company transacting intrastate business. (F) A member or manager of a domestic limited liability company. (3) Without excluding other activities that may not constitute transacting intrastate business, a foreign limited partnership shall not be considered to be transacting intrastate business within the meaning of paragraph (1) solely by reason of carrying on in this state any one or more of the following activities: (A) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims and disputes. (B) Holding meetings of its partners or carrying on other activities concerning its internal affairs. (C) Maintaining bank accounts. (D) Maintaining offices or agencies for the transfer, exchange, and registration of its securities or depositaries with relation to its securities. (E) Effecting sales through independent contractors. (F) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance without this state before becoming binding contracts. (G) Creating or acquiring evidences of debt or mortgages, liens, or security interests on real or personal property. (H) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. (I) Conducting an isolated transaction completed within a period of 180 days and not in the course of a number of repeated transactions of like nature. (4) A person shall not be deemed to be transacting intrastate business in this state merely because of the person's status as a limited partner of a domestic limited partnership or a foreign limited partnership registered to transact intrastate business in this state. 15612. The name of each limited partnership as set forth in its certificate of limited partnership: (a) Shall contain the words "limited partnership" or the abbreviation "L.P. " at the end of its name. (b) May contain the name of a limited partner. (c) May not be a name which the Secretary of State determines is likely to mislead the public and may not be the same as, or resemble so closely as to tend to deceive (1) a name which is under reservation for another limited partnership pursuant to Section 15613 or (2) the name of any limited partnership which has previously filed a certificate pursuant to Section 15621 or of a foreign limited partnership registered pursuant to Section 15692, except that a limited partnership may adopt a name that is substantially the same as that of an existing domestic limited partnership or foreign limited partnership which is registered pursuant to Section 15692, upon proof of consent by such domestic limited partnership or foreign limited partnership and a finding by the Secretary of State that under the circumstances the public is not likely to be misled. (d) May not contain the words "bank," "insurance," "trust," "trustee," "incorporated," "inc.," "corporation," or "corp.". (e) The use by a limited partnership or a foreign limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership or its registration with the Secretary of State. 15613. Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by Section 15612, and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (c) of Section 15612. 15614. Each limited partnership shall continuously maintain in this state each of the following: (a) An office at which shall be kept the records required by Section 15615 to be maintained. (b) An agent in this state for service of process on the limited partnership. 15615. Each limited partnership shall keep at the office referred to in subdivision (a) of Section 15614 all of the following: (a) A current list of the full name and last known business or residence address of each partner set forth in alphabetical order together with the contribution and the share in profits and losses of each partner. (b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed. (c) Copies of the limited partnership's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years. (d) Copies of the original partnership agreement and all amendments thereto. (e) Financial statements of the limited partnership for the six most recent fiscal years. (f) The partnership's books and records as they relate to the internal affairs of the partnership for at least the current and past three fiscal years. 15616. A limited partnership may carry on any business that a partnership without limited partners may carry on except the banking, insurance or trust company business. 15617. A partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. 15618. The effect of the provisions of this chapter may be varied as among the partners by the partnership agreement, except to the extent expressly provided to the contrary in this chapter and except that Sections 15642, 15694, 15701, and 15702, Article 2 (commencing with Section 15621), Article 7.5 (commencing with Section 15678.1), Article 7.6 (commencing with Section 15679.1), and Article 8 (commencing with Section 15681) may be varied by the partnership agreement only to the extent expressly provided in those sections and articles. The presence in certain provisions of this chapter of the words "unless otherwise provided in the partnership agreement" or words of similar import does not imply that the effect of other provisions may not be varied as among the partners by agreement under this section. 15619. A provision in a partnership agreement that provides for specific consequences to a partner for a breach of a provision of the partnership agreement shall be enforceable in accordance with its terms unless the partner seeking to invalidate the provision establishes that the provision was unreasonable under the circumstances existing at the time the agreement was made. The specific consequences may include loss of voting, approval, or other rights, loss of the ability, by a general partner, to actively participate in the management and operations of the partnership, liquidated damages, or a reduction of the defaulting partner's economic rights. The reduction of the defaulting partner's economic rights may include one or more provisions (a) diluting, reducing, or eliminating the defaulting partner's proportionate interest in the limited partnership, (b) subordinating the defaulting partner's partnership interest to that of nondefaulting partners, (c) permitting a forced sale of the partnership interest, (d) permitting the lending or contribution by other partners of the amount necessary to meet the defaulting partner's commitment, (e) providing for the adjustment of interest rates or other rates of return, preferred, priority, or otherwise, with respect to contributions by or capital accounts of the other partners, or (f) providing for a fixing of the value of the defaulting partner's partnership interest by appraisal or by formula and redemption or sale of the defaulting partner's partnership interest at a percentage of that value. 15620. (a) Any instrument filed with respect to a limited partnership, other than the original certificate of limited partnership, may provide that it is to become effective not more than 90 days after its filing date. In case a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, a certificate revoking the earlier filing need only be executed on behalf of one of the constituent parties to the merger. If no such revocation certificate is filed, the instrument becomes effective on the date specified. (b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to the law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument or representing the person submitting it, to the effect that the specific provisions of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law, other than the application of Sections 15612, 15613, 15692, and 15693, upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission.
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