2007 California Corporations Code Article 11. Transition Provisions

CA Codes (corp:15710-15714)

15710.  Notwithstanding the provisions of Section 15712 or 15713,
any limited partnership organized under the laws of this state or any
foreign limited partnership existing on March 1, 1984, which has
recorded its existence with a county recorder, may file under the
provisions of Section 15712 or 15713 as provided therein for the
purpose of permitting the Secretary of State to establish a name
availability file for the inplementation of the provisions of Section
15612 on July 1, 1984, and to establish other files pertaining to
these limited partnerships to permit an orderly implementation of the
California Revised Limited Partnership Act on July 1, 1984.  Filings
with the Secretary of State under the provisions of this section may
only be made on or after March 1, 1984.  Those documents acceptable
for filing shall be filed as of July 1, 1984.



15711.  Except as provided in Section 15712, this Chapter 3 shall
not apply to any limited partnership organized under the laws of this
state and existing on the effective date, which shall continue to be
governed by the law previously applicable to it.



15712.  (a) Article 7.5 (commencing with Section 15678.1) shall be
applicable to limited partnerships formed under Chapter 2 (commencing
with Section 15501).
   (b) Other than as provided by subdivision (a), a limited
partnership organized under the laws of this state and existing on
the effective date:
   (1) Shall be governed by the law previously applicable to it
unless it elects to be governed by this chapter instead of by the law
previously applicable to it.  The election shall be made by the
written consent of all partners, or of the lesser number provided by
the partnership agreement for this election.  The election shall be
prospective only and shall not affect preexisting rights of third
parties.
   (2) Shall file a certificate as provided by subdivision (a) of
Section 15621, including therein the date that the limited
partnership filed or recorded under the law previously applicable to
it, and shall thereafter be governed by Article 2 (commencing with
Section 15621), and not by the law previously applicable to it
relating to filing or recording requirements.  When a certificate has
been filed pursuant to Article 2 (commencing with Section 15621),
the limited partnership shall not be required to make any further
filings or record any documents pursuant to the Uniform Limited
Partnership Act (Chapter 2 (commencing with Section 15501) of Title
2) and no person may rely on the accuracy or completeness of
information filed or recorded pursuant to that act subsequent to the
filing by the partnership of a certificate pursuant to subdivision
(a) of Section 15621.
   (3) Shall not be subject to the requirement of subdivision (a) of
Section 15612 or to the limitations of subdivision (c) of Section
15612 if a certificate as required by paragraph (2) of this
subdivision is filed prior to July 1, 1985.
   (4) May not maintain any action, suit, or proceeding in any court
of this state until it has filed a certificate as required by
paragraph (2).
   (c) To the extent that the provisions of the certificate filed
under the law previously applicable to a limited partnership governed
the rights and obligations of the partners and the limited
partnership among each other, those provisions shall continue to
govern those rights and obligations except (1) as they may
subsequently be affected by amendments to the partnership agreement
or by the terms of a certificate filed pursuant to paragraph (6) of
subdivision (a) of Section 15621 or by the terms of a certificate of
amendment filed pursuant to subdivision (c) of Section 15622, (2) for
the effect upon those rights and obligations of an election to be
governed by this chapter pursuant to this section, and (3) except as
provided in subdivision (a).
   (d) The Secretary of State may adopt new forms of certificates,
continue to use previously adopted forms, or both, for filings
required pursuant to Article 2  (commencing with Section 15621),
provided the certificate to be filed contains the information
required to be included in such a certificate by that article.  No
partnership that has filed a certificate pursuant to Article 2
(commencing with Section 15621) shall be required to refile, to
amend, or to take any other action with respect to any certificate
unless an act amending this chapter expressly so requires.



15713.  (a) A foreign limited partnership existing on the effective
date shall not be subject to the limitations of subdivision (c) of
Section 15612 if a certificate of registration referred to in Section
15693 is issued prior to July 1, 1985.
   (b) The provisions of subdivision (b) of Section 15697 shall not
be operative until July 1, 1985.



15714.  As used in this article, "effective date" means July 1,
1984.