2005 California Corporations Code Sections 15621-15628 Article 2. Formation: Certificate of Limited Partnership ...

15621.  (a) In order to form a limited partnership the general
partners shall execute, acknowledge, and file a certificate of
limited partnership and, either before or after the filing of a
certificate, the partners shall have entered into a partnership
agreement.  The certificate shall be filed in the office of, and on a
form prescribed by, the Secretary of State and shall set forth all
of the following:
   (1) The name of the limited partnership.
   (2) The street address of the principal executive office.
   (3) The names and addresses of the general partners.
   (4) The name and address of the agent for service of process
required to be maintained by Section 15614, unless a corporate agent
is designated, in which case only the name of the agent shall be set
forth.
   (5) Any other matters the person filing the certificate determines
to include.
   (b) A limited partnership is formed at the time of the filing of
the certificate of limited partnership in the office of the Secretary
of State.  There shall be no requirement that any partner have a
preexisting relationship with any other partner in order to form a
limited partnership.
   (c) For all purposes, a copy of the certificate of limited
partnership duly certified by the Secretary of State is conclusive
evidence of the formation of a limited partnership and prima facie
evidence of its existence.
   (d) A limited partnership may record in the office of the county
recorder of any county in this state a certified copy of the
certificate of limited partnership, or any amendment thereto, which
has been filed in the office of the Secretary of State.  A foreign
limited partnership may record in the office of the county recorder
of any county in the state a certified copy of the application for
registration, together with the certificate of registration, referred
to in Section 15692, or any amendment thereto, which has been filed
in the office of the Secretary of State.  The recording shall create
a conclusive presumption in favor of any bona fide purchaser or
encumbrancer for value of the partnership real property located in
the county in which the certified copy has been recorded, that the
persons named as general partners therein are the general partners of
the partnership named and that they are all of the general partners
of the partnership, and the recording shall also create such other
presumptions as provided in Section 15010.5.
   (e) The Secretary of State may cancel the filing of certificates
of limited partnership if a check or other remittance accepted in
payment of the filing fee is not paid upon presentation.  Upon
receiving written notification that the item presented for payment
has not been honored for payment, the Secretary of State shall give a
first written notice of the applicability of this section to the
agent for service of process or to the person submitting the
instrument.  Thereafter, if the amount has not been paid by cashier's
check or equivalent, the Secretary of State shall give a second
written notice of cancellation and the cancellation shall thereupon
be effective.  The second notice shall be given 20 days or more after
the first notice and 90 days or less after the original filing.
   (f) The Secretary of State shall include with instructional
materials, provided in conjunction with the form for filing a
certificate of limited partnership under subdivision (a), a notice
that the filing of the certificate of limited partnership will
obligate the limited partnership to pay an annual tax for that
taxable year to the Franchise Tax Board pursuant to Section 17935 of
the Revenue and Taxation Code.  That notice shall be updated annually
to specify the dollar amount of the annual tax.
15622.  (a) A certificate of limited partnership is amended by
filing a certificate of amendment thereto executed and acknowledged
as provided in Section 15624.  The certificate of amendment shall be
filed in the office of, and on a form prescribed by, the Secretary of
State.  The certificate of amendment shall set forth all of the
following:
   (1) The name and the Secretary of State's file number of the
limited partnership.
   (2) The text of the amendment to the certificate.
   (b) The general partners shall cause to be filed, within 30 days
after the happening of any of the following events, an amendment to a
certificate of limited partnership reflecting the occurrence of any
of the following events:
   (1) A change in name of the limited partnership.
   (2) A change in the street address of the principal executive
office.
   (3) A change in the address of a general partner or a change in
the address of the agent for service of process, unless a corporate
agent is designated, or appointment of a new agent for service of
process.
   (4) The admission of a general partner.  Any amendment filed
pursuant to this paragraph shall set forth the address of the
admitted general partner.
   (5) The cessation of a general partner to be a general partner.
   (6) The discovery by any of the general partners of any false or
erroneous material statement contained in the certificate or any
amendment thereto.
   (c) In the event a person other than a general partner is
authorized to wind up the affairs of the limited partnership, whether
as a result of the withdrawal of all general partners or otherwise,
then upon dissolution of the limited partnership the certificate of
limited partnership shall be amended to add the name and the
business, residence, or mailing address of each person winding up the
limited partnership's affairs.
   (d) A certificate of limited partnership may also be amended at
any time in any other respect that the general partners determine.
   (e) (1) A certificate, entitled "Restated Certificate of Limited
Partnership," may be filed that embodies in a single certificate all
of the provisions that are in effect contained in the different
certificates that have been filed with the Secretary of State
pursuant to this article.
   (2) A restated certificate of limited partnership may include an
amendment of the certificate of limited partnership not previously
filed with the Secretary of State.
   (3) The restated certificate of limited partnership shall
supersede the initial certificate of limited partnership and all
amendments thereto previously filed with the Secretary of State.
   (4) Any amendment effected in connection with the restatement of
the certificate of limited partnership shall be subject to any other
provision of this chapter, not inconsistent with this section, that
would apply if a separate certificate of amendment were filed to
effect that amendment.
15623.  (a) (1) The person authorized to execute the certificate of
dissolution pursuant to Section 15624 shall cause to be filed in the
office of, and on a form prescribed by, the Secretary of State, a
certificate of dissolution upon the dissolution of the limited
partnership pursuant to Article 8 (commencing with Section 15681).
   (2) The certificate of dissolution shall set forth all of the
following:
   (A) The name of the limited partnership and the Secretary of State'
s file number.
   (B) The event causing, and the date of, the dissolution.
   (C) Any other information the partners filing the certificate of
dissolution determine to include.
   (b) (1) The person authorized to execute the certificate of
cancellation pursuant to Section 15624 shall cause to be filed in the
office of, and on a form prescribed by, the Secretary of State, a
certificate of cancellation of certificate of limited partnership
upon the completion of the winding up of the affairs of the limited
partnership, pursuant to Article 8 (commencing with Section 15681).
   (2) The certificate of cancellation of certificate of limited
partnership shall set forth all of the following:
   (A) The name of the limited partnership and the Secretary of State'
s file number.
   (B) Any other information the partners filing the certificate of
cancellation of certificate of limited partnership determine to
include.
   (c) (1) Notwithstanding the filing of a certificate of
dissolution, the general partners may cause to be filed, in the
office of, and on a form prescribed by, the Secretary of State, a
certificate of continuation, in any of the following circumstances:
   (A) The business of the partnership is to be continued pursuant to
the written consent of all partners.
   (B) The dissolution of the partnership was by written consent of
the partners pursuant to subdivision (b) of Section 15681 and each
partner who consented to the dissolution has agreed in writing to
revoke the partner's consent to the dissolution.
   (C) The partnership was not, in fact, dissolved.
   (2) The certificate of continuation shall set forth all of the
following:
   (A) The name of the limited partnership and the Secretary of State'
s file number.
   (B) The grounds provided by paragraph (1) that are the basis for
filing the certificate of continuation.
   (3) Upon the filing of a certificate of continuation, the
certificate of dissolution shall be of no effect from the time of the
filing of the certificate of dissolution except to the extent
provided in subdivision (c) of Section 15624.
15624.  (a) Each certificate required by this article to be filed in
the office of the Secretary of State shall be executed in the
following manner:
   (1) A certificate referred to in Section 15621 shall be executed
by all general partners, unless filed by a limited partner pursuant
to Section 15633, or by any person authorized pursuant to subdivision
(a) of Section 15625.
   (2) A certificate of amendment shall be executed by all general
partners (or a lesser number provided in the certificate of limited
partnership) and by each general partner designated in the
certificate as a new partner, provided that:
   (A) If the amendment states the cessation of a general partner to
be a general partner, it need not be signed by that former general
partner.  Notwithstanding the foregoing, if the general partner or
partners required by this paragraph to execute the amendment fail
after demand to do so within a reasonable time or refuse to do so, or
if there are no remaining general partners and the limited partners
winding up the limited partnership's affairs fail after demand to
execute the amendment within a reasonable time or refuse to do so, it
may be executed by that former general partner.
   (B) If the amendment is filed pursuant to subdivision (c) of
Section 15622, it shall be executed by each person authorized to wind
up the limited partnership's affairs and it need not be signed by
any former general partner or any general partner not winding up the
limited partnership's affairs.
   (3) A certificate of dissolution shall be executed by all general
partners (or a lesser number provided in the certificate of limited
partnership).  However, if the limited partners are winding up the
limited partnership affairs, a certificate of dissolution shall be
executed by the person authorized by a majority in interest of the
limited partners.
   (4) A certificate of cancellation of certificate of limited
partnership shall be executed by all general partners (or a lesser
number provided in the certificate of limited partnership).  However,
if the limited partners are winding up the limited partnership
affairs, a certificate of cancellation of certificate of limited
partnership shall be executed by the person authorized by a majority
in interest of the limited partners.
   (5) A certificate of continuation shall be executed by all general
partners (or a lesser number provided in the certificate of limited
partnership).
   (6) A certificate of merger shall be executed by all general
partners of each domestic constituent limited partnership (or a
lesser number as provided in the certificate of limited partnership
of the constituent limited partnership) and by one or more general
partners of each foreign constituent limited partnership.  In the
event of a merger with an other business entity, the certificate of
merger shall be executed by all general partners, or a lesser number
provided in the limited partnership certificate, of each domestic
constituent limited partnership and by one or more general partners
of the foreign constituent limited partnership or by the person
authorized by an other business entity.
   (7) A certificate filed by a limited partner pursuant to Section
15633 shall be signed by the limited partner.
   (8) A restated certificate of limited partnership shall be
executed as any other certificate of amendment under paragraph (2) of
subdivision (a).
   (b) Any person may execute any certificate referred to in this
section by an attorney in fact.
   (c) Any general partner, or any limited partner executing a
certificate pursuant to Section 15633, shall be liable for any
statement materially inconsistent with the partnership agreement or
any material misstatement of fact contained in the certificate if the
partner knew or should have known that the statement was false when
made and an amendment required by subdivision (b) of Section 15622
was not filed, and the person suffering the loss relied on the
statement or misstatement.  Any general partner shall be liable for
any statement materially inconsistent with the partnership agreement
or any material misstatement of fact contained in the certificate if
the general partner knew or should have known that the statement
became false and an amendment required by Section 15622 was not
filed, and the person suffering the loss relied on the statement or
misstatement.
   (d) Except as otherwise provided in Section 15642, no person has
any liability because an amendment to a certificate of limited
partnership has not been filed to reflect the occurrence of any event
referred to in subdivision (b) of Section 15622 if the amendment is
filed within the time specified in subdivision (b) of Section 15622.
   (e) Except as provided in subdivision (c), no limited partner
shall incur any liability for any misstatement contained in the
certificate or for failure to file an amendment to a certificate of
limited partnership pursuant to subdivision (b) of Section 15622.
   (f) No person other than a general partner shall be subject to
liability as a general partner by reason of having executed and filed
a certificate of amendment required by subdivision (c) of Section
15622, a certificate of dissolution pursuant to Section 15623, or a
certificate of cancellation of certificate of limited partnership
pursuant to Section 15623.
15625.  (a) If a general partner required by this article to execute
or file a certificate of limited partnership fails after demand to
do so within a reasonable time or refuses to do so, any other
partner, or any person appointed by a court of competent
jurisdiction, may prepare, execute, and file with the Secretary of
State a certificate of limited partnership.
   (b) If a general partner required by this article to execute any
certificate fails to do so within a reasonable time or refuses to do
so, or if there is any dispute concerning the filing of a certificate
of amendment, a certificate of continuation, a certificate of
dissolution, or a certificate of cancellation of limited partnership,
or the failure to file any of those certificates, any partner may
petition the superior court to direct the execution of the
certificate.  If the court finds that it is proper for the
certificate to be executed and that any person so designated has
failed or refused to execute the certificate, or if the court
determines that any certificate should be filed, it shall order a
party to file a certificate on the appropriate form prescribed by the
Secretary of State, as ordered by the court.  In any action under
this subdivision, if the court finds the failure of the general
partner to comply with the requirement to file any certificate to
have been without justification, the court may award an amount
sufficient to reimburse the partners bringing the action for the
reasonable expenses incurred by the partners, including attorneys'
fees, in connection with the action or proceeding.
   (c) Any person, other than a general partner, filing any
certificate under this chapter, shall state the statutory authority
after the signature on the appropriate certificate.
15626.  Upon the filing of a certificate of amendment in the office
of the Secretary of State, the certificate of limited partnership is
amended as set forth therein, and upon the filing of a certificate of
cancellation of certificate of limited partnership pursuant to
paragraph (1) of subdivision (b) of Section 15623, the certificate of
limited partnership is canceled.
15627.  (a) In addition to Chapter 4 (commencing with Section
413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process
may be served upon limited partnerships and foreign limited
partnerships as provided in this section.
   (b) Personal service of a copy of any process against the limited
partnership or the foreign limited partnership by delivery (1) to any
individual designated by it as agent or, if a limited partnership,
to any general partner or (2) if the designated agent or, if a
limited partnership, general partner is a corporation, to any person
named in the latest certificate of the corporate agent filed pursuant
to Section 1505 at the office of the corporate agent or to any
officer of the general partner, shall constitute valid service on the
limited partnership  or the foreign limited partnership. No change
in the address of the agent for service of process or appointment of
a new agent for service of process shall be effective (1) for a
limited partnership until an amendment to the certificate of limited
partnership is filed pursuant to paragraph (3) of subdivision (b) of
Section 15622 or (2) for a foreign limited partnership until an
amendment to the application for registration is filed pursuant to
Section 15695.  In the case of a foreign limited partnership that has
appointed the Secretary of State as agent for service of process by
reason of subdivision (e) of Section 15697, process shall be
delivered by hand to the Secretary of State, or to any person
employed in the capacity of assistant or deputy, which shall be one
copy of the process for each defendant to be served, together with a
copy of the court order authorizing the service and the fee therefor.
  The order shall include and set forth an address to which such
process shall be sent by the Secretary of State.
   (c) (1) If an agent for service of process has resigned and has
not been replaced or if the agent designated cannot with reasonable
diligence be found at the  address designated for personal delivery
of the process, and it is shown by affidavit to the satisfaction of
the court that process against a limited partnership or foreign
limited partnership cannot be served with reasonable diligence upon
the designated agent or, if a foreign limited partnership, upon any
general partner by hand in the manner provided in Section 415.10,
subdivision (a) of Section 415.20 or subdivision (a) of Section
415.30, of the Code of Civil Procedure, the court may make an order
that the service shall be made upon a domestic limited partnership
which has filed a certificate pursuant to Section 15621 or upon a
registered foreign limited partnership by delivering by hand to the
Secretary of State, or to any person employed in the Secretary of
State's office in the capacity of assistant or deputy, one copy of
the process for each defendant to be served, together with a copy of
the order authorizing the service.  Service in this manner shall be
deemed complete on the 10th day after delivery of the process to the
Secretary of State.
   (2) Upon receipt of any such copy of process and the fee therefor,
the Secretary of State shall give notice of the service of the
process to the limited partnership or foreign limited partnership, at
its principal executive office, by forwarding to that office, by
registered mail with request for return receipt, the copy of the
process.
   (3) The Secretary of State shall keep a record of all process
served upon the Secretary of State under this chapter and shall
record therein the time of service and the Secretary of State's
action with reference thereto.  A certificate under the Secretary of
State's official seal, certifying to the receipt of process, the
giving of notice thereof to the limited partnership or foreign
limited partnership, and the forwarding of the process pursuant to
this section, shall be competent and prima facie evidence of the
matters stated therein.
   (d) (1) The certificate of a limited partnership and the
application for registration of a foreign limited partnership shall
designate, as the agent for service of process, an individual
residing in this state or a corporation which has complied with
Section 1505 and whose capacity to act as an agent has not
terminated.  If an individual is designated, the statement shall set
forth that person's complete business or residence address in this
state.
   (2) An agent designated for service of process may file with the
Secretary of State a signed and acknowledged written statement of
resignation as an agent.  Thereupon the authority of the agent to act
in that capacity shall cease and the  Secretary of State forthwith
shall give written notice of the filing of the statement of
resignation by mail to the limited partnership or foreign limited
partnership addressed to its principal executive office.
   (3) If an individual who has been designated agent for service of
process dies or resigns or no longer resides in the state or if the
corporate agent for that purpose, resigns, dissolves, withdraws from
the state, forfeits its right to transact intrastate business, has
its corporate rights, powers and privileges suspended or ceases to
exist, (A) the limited partnership shall promptly file an amendment
to the certificate pursuant to paragraph (3) of subdivision (b) of
Section 15622 designating a new agent or (B) the foreign limited
partnership shall promptly file an amendment to the application for
registration pursuant to Section  15695.
   (e) In addition to any other discovery rights which may exist, in
any case pending in a California court having jurisdiction in which a
party seeks records from a partnership formed under this chapter,
whether or not the partnership is a party, the court shall have the
power to order the production in California of the books and records
of the partnership on the terms and conditions that the court deems
appropriate.
15627.5.  (a) A partner may, in a written partnership agreement or
other writing, consent to be subject to the nonexclusive jurisdiction
of the courts of a specified jurisdiction, or the exclusive
jurisdiction of the courts of this state.
   (b) If a partner desires to use the arbitration process, that
partner may in a written partnership agreement or other writing,
consent to be nonexclusively subject to arbitration in a specified
state, or to be exclusively subject to arbitration in this state.
   (c) Along with this consent to the jurisdiction of courts or
arbitration, a partner may consent to be served with legal process in
the manner prescribed in the partnership agreement or other writing.
15628.  Upon receipt of any instrument accompanied by the fee
prescribed therefor in the Government Code by the Secretary of State
for filing pursuant to this chapter, it shall be filed by, and in the
office of, the Secretary of State and the date of filing endorsed
thereon.  The date of filing shall be the date the instrument is
received by the Secretary of State unless withheld from filing for a
period of time not to exceed 90 days pursuant to a request by the
party submitting it for filing or unless in the judgment of the
Secretary of State the filing is intended to be coordinated with the
filing of some other document which cannot be filed.  The Secretary
of State shall file a document as of any requested future date not
more than 90 days after its receipt, including a Saturday, Sunday or
legal holiday, if that document is received in the Secretary of State'
s office at least one business day prior to the requested date of
filing.  Upon receipt and after filing of any document under this
chapter the Secretary of State may microfilm or reproduce by other
techniques any such filings or documents and destroy the original
filing or document.  The microfilm or other reproduction of any
document under the provision of this section shall be admissible in
any court of law.