2005 California Corporations Code Sections 15611-15620 Article 1. General Provisions

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.