2007 California Corporations Code Article 10. Limited Liability Partnerships

CA Codes (corp:16951-16962)

16951.  For purposes of this chapter, the only types of limited
liability partnerships that shall be recognized are a registered
limited liability partnership and a foreign limited liability
partnership, as defined in Section 16101.  No registered limited
liability partnership or foreign limited liability partnership may
render professional limited liability partnership services in this
state except through licensed persons.



16952.  The name of a registered limited liability partnership shall
contain the words "Registered Limited Liability Partnership" or
"Limited Liability Partnership" or one of the abbreviations "L.L.P.,"
"LLP," "R.L.L.P.," or "RLLP" as the last words or letters of its
name.



16953.  (a) To become a registered limited liability partnership, a
partnership, other than a limited partnership, shall file with the
Secretary of State a registration, executed by one or more partners
authorized to execute a registration, stating all of the following:
   (1) The name of the partnership.
   (2) The address of its principal office.
   (3) The name and address of the agent for service of process on
the limited liability partnership in California.
   (4) A brief statement of the business in which the partnership
engages.
   (5) Any other matters that the partnership determines to include.

   (6) That the partnership is registering as a registered limited
liability partnership.
   (b) The registration shall be accompanied by a fee as set forth in
subdivision (a) of Section 12189 of the Government Code.
   (c) The Secretary of State shall register as a registered limited
liability partnership any partnership that submits a completed
registration with the required fee.
   (d) The Secretary of State may cancel the filing of the
registration 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 date of the original filing.
   (e) A partnership becomes a registered limited liability
partnership at the time of the filing of the initial registration
with the Secretary of State or at any later date or time specified in
the registration and the payment of the fee required by subdivision
(b).  A partnership continues as a registered limited liability
partnership until a notice that it is no longer a registered limited
liability partnership has been filed pursuant to subdivision (b) of
Section 16954 or, if applicable, until it has been dissolved and
finally wound up.  The status of a partnership as a registered
limited liability partnership and the liability of a partner of the
registered limited liability partnership shall not be adversely
affected by errors or subsequent changes in the information stated in
a registration under subdivision (a) or an amended registration or
notice under Section 16954.
   (f) The fact that a registration or amended registration pursuant
to this section is on file with the Secretary of State is notice that
the partnership is a registered limited liability partnership and of
those other facts contained therein that are required to be set
forth in the registration or amended registration.
   (g) The Secretary of State shall provide a form for a registration
under subdivision (a), which shall include the form for confirming
compliance with the optional security requirement pursuant to
subdivision (c) of Section 16956.  The Secretary of State shall
include with instructional materials provided in conjunction with the
form for a registration under subdivision (a) a notice that filing
the registration will obligate the limited liability partnership to
pay an annual tax for that taxable year to the Franchise Tax Board
pursuant to Section 17948 of the Revenue and Taxation Code.  That
notice shall be updated annually to specify the dollar amount of the
tax.
   (h) A limited liability partnership providing professional limited
liability partnership services in this state shall comply with all
statutory and administrative registration or filing requirements of
the state board, commission, or other agency that prescribes the
rules and regulations governing the particular profession in which
the partnership proposes to engage, pursuant to the applicable
provisions of the Business and Professions Code relating to that
profession.  The state board, commission, or other agency shall not
disclose, unless compelled by a subpoena or other order of a court of
competent jurisdiction, any information it receives in the course of
evaluating the compliance of a limited liability partnership with
applicable statutory and administrative registration or filing
requirements, provided that nothing in this section shall be
construed to prevent a state board, commission, or other agency from
disclosing the manner in which the limited liability partnership has
complied with the requirements of Section 16956, or the compliance or
noncompliance by the limited liability partnership with any other
requirements of the state board, commission, or other agency.




16954.  (a) The registration of a registered limited liability
partnership may be amended by an amended registration executed by one
or more partners authorized to execute an amended registration and
filed with the Secretary of State, as soon as reasonably practical
after any information set forth in the registration or previously
filed amended registration becomes inaccurate or to add information
to the registration or amended registration.
   (b) If a registered limited liability partnership ceases to be a
registered limited liability partnership, it shall file with the
Secretary of State a notice, executed by one or more partners
authorized to execute the notice, that it is no longer a registered
limited liability partnership. The notice shall state that a final
annual tax return, as described by Section 17948.3 of the Revenue and
Taxation Code, has been or will be filed with the Franchise Tax
Board, as required under Part 10.2 (commencing with Section 18401) of
Division 2 of the Revenue and Taxation Code.
   (c) An amendment pursuant to subdivision (a) and a notice pursuant
to subdivision (b) shall each be accompanied by a fee as set forth
in subdivision (c) of Section 12189 of the Government Code.
   (d) The Secretary of State shall provide forms for an amended
registration under subdivision (a) and a notice under subdivision
(b).
   (e) A notice of cessation, signed pursuant to subdivision (b),
shall be filed with the Secretary of State. The Secretary of State
shall notify the Franchise Tax Board of the cessation.



16955.  (a) A domestic partnership, other than a limited
partnership, may convert to a registered limited liability by the
vote of the partners possessing a majority of the interests of its
partners in the current profits of the partnership or by a different
vote as may be required in its partnership agreement.
   (b) When such a conversion takes effect, all of the following
apply:
   (1) All property, real and personal, tangible and intangible, of
the converting partnership remains vested in the converted registered
limited liability partnership.
   (2) All debts, obligations, liabilities, and penalties of the
converting partnership continue as debts, obligations, liabilities,
and penalties of the converted registered limited liability
partnership.
   (3) Any action, suit, or proceeding, civil or criminal, then
pending by or against the converting partnership may be continued as
if the conversion had not occurred.
   (4) To the extent provided in the agreement of conversion and in
this chapter, the partners of a partnership shall continue as
partners in the converted registered limited liability partnership.
   (5) A partnership that has been converted to a registered limited
liability partnership pursuant to this chapter is the same person
that existed prior to the conversion.



16956.  (a) At the time of registration pursuant to Section 16953,
in the case of a registered limited liability partnership, and
Section 16959, in the case of a foreign limited liability
partnership, and at all times during which those partnerships shall
transact intrastate business, every registered limited liability
partnership and foreign limited liability partnership, as the case
may be, shall be required to provide security for claims against it
as follows:
   (1) For claims based upon acts, errors, or omissions arising out
of the practice of public accountancy, a registered limited liability
partnership or foreign limited liability partnership providing
accountancy services shall comply with one, or pursuant to
subdivision (b) some combination, of the following:
   (A) Maintaining a policy or policies of insurance against
liability imposed on or against it by law for damages arising out of
claims; however, the total aggregate limit of liability under the
policy or policies of insurance for partnerships with five or fewer
licensed persons shall not be less than one million dollars
(,000,000), and for partnerships with more than five licensees
rendering professional services on behalf of the partnership, an
additional one hundred thousand dollars (0,000) of insurance shall
be obtained for each additional licensee; however, the maximum
amount of insurance is not required to exceed five million dollars
(,000,000) in any one designated period, less amounts paid in
defending, settling, or discharging claims as set forth in this
subparagraph. The policy or policies may be issued on a claims-made
or occurrence basis, and shall cover: (i) in the case of a
claims-made policy, claims initially asserted in the designated
period, and (ii) in the case of an occurrence policy, occurrences
during the designated period. For purposes of this subparagraph,
"designated period" means a policy year or any other period
designated in the policy that is not greater than 12 months. The
impairment or exhaustion of the aggregate limit of liability by
amounts paid under the policy in connection with the settlement,
discharge, or defense of claims applicable to a designated period
shall not require the partnership to acquire additional insurance
coverage for that designated period. The policy or policies of
insurance may be in a form reasonably available in the commercial
insurance market and may be subject to those terms, conditions,
exclusions, and endorsements that are typically contained in those
policies. A policy or policies of insurance maintained pursuant to
this subparagraph may be subject to a deductible or self-insured
retention.
   Upon the dissolution and winding up of the partnership, the
partnership shall, with respect to any insurance policy or policies
then maintained pursuant to this subparagraph, maintain or obtain an
extended reporting period endorsement or equivalent provision in the
maximum total aggregate limit of liability required to comply with
this subparagraph for a minimum of three years if reasonably
available from the insurer.
   (B) Maintaining in trust or bank escrow, cash, bank certificates
of deposit, United States Treasury obligations, bank letters of
credit, or bonds of insurance or surety companies as security for
payment of liabilities imposed by law for damages arising out of all
claims; however, the maximum amount of security for partnerships with
five or fewer licensed persons shall not be less than one million
dollars (,000,000), and for partnerships with more than five
licensees rendering professional services on behalf of the
partnership, an additional one hundred thousand dollars (0,000) of
security shall be obtained for each additional licensee; however,
the maximum amount of security is not required to exceed five million
dollars (,000,000). The partnership remains in compliance with
this section during a calendar year notwithstanding amounts paid
during that calendar year from the accounts, funds, Treasury
obligations, letters of credit, or bonds in defending, settling, or
discharging claims of the type described in this paragraph, provided
that the amount of those accounts, funds, Treasury obligations,
letters of credit, or bonds was at least the amount specified in the
preceding sentence as of the first business day of that calendar
year.  Notwithstanding the pendency of other claims against the
partnership, a registered limited liability partnership or foreign
limited liability partnership shall be deemed to be in compliance
with this subparagraph as to a claim if within 30 days after the time
that a claim is initially asserted through service of a summons,
complaint, or comparable pleading in a judicial or administrative
proceeding, the partnership has provided the required amount of
security by designating and segregating funds in compliance with the
requirements of this subparagraph.
   (C) Unless the partnership has satisfied subparagraph (D), each
partner of a registered limited liability partnership or foreign
limited liability partnership providing accountancy services, by
virtue of that person's status as a partner, thereby automatically
guarantees payment of the difference between the maximum amount of
security required for the partnership by this paragraph and the
security otherwise provided in accordance with subparagraphs (A) and
(B), provided that the aggregate amount paid by all partners under
these guarantees shall not exceed the difference. Neither withdrawal
by a partner nor the dissolution and winding up of the partnership
shall affect the rights or obligations of a partner arising prior to
withdrawal or dissolution and winding up, and the guarantee provided
for in this subparagraph shall apply only to conduct that occurred
prior to the withdrawal or dissolution and winding up.  Nothing
contained in this subparagraph shall affect or impair the rights or
obligations of the partners among themselves, or the partnership,
including, but not limited to, rights of contribution, subrogation,
or indemnification.
   (D) Confirming, pursuant to the procedure in subdivision (c),
that, as of the most recently completed fiscal year of the
partnership, it had a net worth equal to or exceeding ten million
dollars (,000,000).
   (2) For claims based upon acts, errors, or omissions arising out
of the practice of law, a registered limited liability partnership or
foreign limited liability partnership providing legal services shall
comply with one, or pursuant to subdivision (b) some combination, of
the following:
   (A) Each registered limited liability partnership or foreign
limited liability partnership providing legal services shall maintain
a policy or policies of insurance against liability imposed on or
against it by law for damages arising out of claims; however, the
total aggregate limit of liability under the policy or policies of
insurance for partnerships with five or fewer licensed persons shall
not be less than one million dollars (,000,000), and for
partnerships with more than five licensees rendering professional
services on behalf of the partnership, an additional one hundred
thousand dollars (0,000) of insurance shall be obtained for each
additional licensee; however, the maximum amount of insurance is not
required to exceed seven million five hundred thousand dollars
(,500,000) in any one designated period, less amounts paid in
defending, settling, or discharging claims as set forth in this
subparagraph. The policy or policies may be issued on a claims-made
or occurrence basis, and shall cover (i) in the case of a claims-made
policy, claims initially asserted in the designated period, and (ii)
in the case of an occurrence policy, occurrences during the
designated period. For purposes of this subparagraph, "designated
period" means a policy year or any other period designated in the
policy that is not greater than 12 months. The impairment or
exhaustion of the aggregate limit of liability by amounts paid under
the policy in connection with the settlement, discharge, or defense
of claims applicable to a designated period shall not require the
partnership to acquire additional insurance coverage for that
designated period. The policy or policies of insurance may be in a
form reasonably available in the commercial insurance market and may
be subject to those terms, conditions, exclusions, and endorsements
that are typically contained in those policies. A policy or policies
of insurance maintained pursuant to this subparagraph may be subject
to a deductible or self-insured retention.
   Upon the dissolution and winding up of the partnership, the
partnership shall, with respect to any insurance policy or policies
then maintained pursuant to this subparagraph, maintain or obtain an
extended reporting period endorsement or equivalent provision in the
maximum total aggregate limit of liability required to comply with
this subparagraph for a minimum of three years if reasonably
available from the insurer.
   (B) Each registered limited liability partnership or foreign
limited liability partnership providing legal services shall maintain
in trust or bank escrow, cash, bank certificates of deposit, United
States Treasury obligations, bank letters of credit, or bonds of
insurance or surety companies as security for payment of liabilities
imposed by law for damages arising out of all claims; however, the
maximum amount of security for partnerships with five or fewer
licensed persons shall not be less than one million dollars
(,000,000), and for partnerships with more than five licensees
rendering professional services on behalf of the partnership, an
additional one hundred thousand dollars (0,000) of security shall
be obtained for each additional licensee; however, the maximum amount
of security is not required to exceed seven million five hundred
thousand dollars (,500,000). The partnership remains in compliance
with this section during a calendar year notwithstanding amounts paid
during that calendar year from the accounts, funds, Treasury
obligations, letters of credit, or bonds in defending, settling, or
discharging claims of the type described in this paragraph, provided
that the amount of those accounts, funds, Treasury obligations,
letters of credit, or bonds was at least the amount specified in the
preceding sentence as of the first business day of that calendar
year.  Notwithstanding the pendency of other claims against the
partnership, a registered limited liability partnership or foreign
limited liability partnership shall be deemed to be in compliance
with this subparagraph as to a claim if within 30 days after the time
that a claim is initially asserted through service of a summons,
complaint, or comparable pleading in a judicial or administrative
proceeding, the partnership has provided the required amount of
security by designating and segregating funds in compliance with the
requirement of this subparagraph.
   (C) Unless the partnership has satisfied the requirements of
subparagraph (D), each partner of a registered limited liability
partnership or foreign limited liability partnership providing legal
services, by virtue of that person's status as a partner, thereby
automatically guarantees payment of the difference between the
maximum amount of security required for the partnership by this
paragraph and the security otherwise provided in accordance with the
provisions of subparagraphs (A) and (B), provided that the aggregate
amount paid by all partners under these guarantees shall not exceed
the difference. Neither withdrawal by a partner nor the dissolution
and winding up of the partnership shall affect the rights or
obligations of a partner arising prior to withdrawal or dissolution
and winding up, and the guarantee provided for in this subparagraph
shall apply only to conduct that occurred prior to the withdrawal or
dissolution and winding up. Nothing contained in this subparagraph
shall affect or impair the rights or obligations of the partners
among themselves, or the partnership, including, but not limited to,
rights of contribution, subrogation, or indemnification.
   (D) Confirming, pursuant to the procedure in subdivision (c),
that, as of the most recently completed fiscal year of the
partnership, it had a net worth equal to or exceeding fifteen million
dollars (,000,000).
   (3) For claims based upon acts, errors, or omissions arising out
of the practice of architecture, a registered limited liability
partnership or foreign limited liability partnership providing
architectural services shall comply with one, or pursuant to
subdivision (b) some combination, of the following:
   (A) Maintaining a policy or policies of insurance against
liability imposed on or against it by law for damages arising out of
claims in an amount for each claim of at least one hundred thousand
dollars (0,000) multiplied by the number of licensed persons
rendering professional services on behalf of the partnership;
however, the total aggregate limit of liability under the policy or
policies of insurance for partnerships with five or fewer licensees
rendering professional services on behalf of the partnership shall
not be less than five hundred thousand dollars (0,000), and for
all other partnerships is not required to exceed five million dollars
(,000,000) in any one designated period, less amounts paid in
defending, settling, or discharging claims as set forth in this
subparagraph. On and after January 1, 2008, the total aggregate limit
of liability under the policy or policies of insurance for
partnerships with five or fewer licensees rendering professional
services on behalf of the partnership shall not be less than one
million dollars (,000,000), and for partnerships with more than
five licensees rendering professional services on behalf of the
partnership, an additional one hundred thousand dollars (0,000) of
liability coverage shall be obtained for each additional licensee;
however, the total aggregate limit of liability under the policy or
policies of insurance is not required to exceed five million dollars
(,000,000). The policy or policies may be issued on a claims-made
or occurrence basis, and shall cover: (i) in the case of a
claims-made policy, claims initially asserted in the designated
period, and (ii) in the case of an occurrence policy, occurrences
during the designated period. For purposes of this subparagraph,
"designated period" means a policy year or any other period
designated in the policy that is not greater than 12 months. The
impairment or exhaustion of the aggregate limit of liability by
amounts paid under the policy in connection with the settlement,
discharge, or defense of claims applicable to a designated period
shall not require the partnership to acquire additional insurance
coverage for that designated period. The policy or policies of
insurance may be in a form reasonably available in the commercial
insurance market and may be subject to those terms, conditions,
exclusions, and endorsements that are typically contained in those
policies. A policy or policies of insurance maintained pursuant to
this subparagraph may be subject to a deductible or self-insured
retention.
   Upon the dissolution and winding up of the partnership, the
partnership shall, with respect to any insurance policy or policies
then maintained pursuant to this subparagraph, maintain or obtain an
extended reporting period endorsement or equivalent provision in the
maximum total aggregate limit of liability required to comply with
this subparagraph for a minimum of three years if reasonably
available from the insurer.
   (B) Maintaining in trust or bank escrow, cash, bank certificates
of deposit, United States Treasury obligations, bank letters of
credit, or bonds of insurance or surety companies as security for
payment of liabilities imposed by law for damages arising out of all
claims in an amount of at least one hundred thousand dollars
(0,000) multiplied by the number of licensed persons rendering
professional services on behalf of the partnership; however, the
maximum amount of security for partnerships with five or fewer
licensees rendering professional services on behalf of the
partnership shall not be less than five hundred thousand dollars
(0,000), and for all other partnerships is not required to exceed
five million dollars (,000,000). On and after January 1, 2008, the
maximum amount of security for partnerships with five or fewer
licensees rendering professional services on behalf of the
partnership shall not be less than one million dollars (,000,000),
and for partnerships with more than five licensees rendering
professional services on behalf of the partnership, an additional one
hundred thousand dollars (0,000) of security shall be obtained
for each additional licensee; however, the maximum amount of security
is not required to exceed five million dollars (,000,000). The
partnership remains in compliance with this section during a calendar
year notwithstanding amounts paid during that calendar year from the
accounts, funds, Treasury obligations, letters of credit, or bonds
in defending, settling, or discharging claims of the type described
in this paragraph, provided that the amount of those accounts, funds,
Treasury obligations, letters of credit, or bonds was at least the
amount specified in the preceding sentence as of the first business
day of that calendar year. Notwithstanding the pendency of other
claims against the partnership, a registered limited liability
partnership or foreign limited liability partnership shall be deemed
to be in compliance with this subparagraph as to a claim if within 30
days after the time that a claim is initially asserted through
service of a summons, complaint, or comparable pleading in a judicial
or administrative proceeding, the partnership has provided the
required amount of security by designating and segregating funds in
compliance with the requirements of this subparagraph.
   (C) Unless the partnership has satisfied subparagraph (D), each
partner of a registered limited liability partnership or foreign
limited liability partnership providing architectural services, by
virtue of that person's status as a partner, thereby automatically
guarantees payment of the difference between the maximum amount of
security required for the partnership by this paragraph and the
security otherwise provided in accordance with subparagraphs (A) and
(B), provided that the aggregate amount paid by all partners under
these guarantees shall not exceed the difference. Neither withdrawal
by a partner nor the dissolution and winding up of the partnership
shall affect the rights or obligations of a partner arising prior to
withdrawal or dissolution and winding up, and the guarantee provided
for in this subparagraph shall apply only to conduct that occurred
prior to the withdrawal or dissolution and winding up.  Nothing
contained in this subparagraph shall affect or impair the rights or
obligations of the partners among themselves, or the partnership,
including, but not limited to, rights of contribution, subrogation,
or indemnification.
   (D) Confirming, pursuant to the procedure in subdivision (c),
that, as of the most recently completed fiscal year of the
partnership, it had a net worth equal to or exceeding ten million
dollars (,000,000).
   (b) For purposes of satisfying the security requirements of this
section, a registered limited liability partnership or foreign
limited liability partnership may aggregate the security provided by
it pursuant to subparagraphs (A), (B), (C), and (D) of paragraph (1)
of subdivision (a), subparagraphs (A), (B), (C), and (D) of paragraph
(2) of subdivision (a), or subparagraphs (A), (B), (C), and (D) of
paragraph (3) of subdivision (a), as the case may be. Any registered
limited liability partnership or foreign limited liability
partnership intending to comply with the alternative security
provisions set forth in subparagraph (D) of paragraph (1) of
subdivision (a), subparagraph (D) of paragraph (2) of subdivision
(a), or subparagraph (D) of paragraph (3) of subdivision (a) shall
furnish the following information to the Secretary of State's office,
in the manner prescribed in, and accompanied by all information
required by, the applicable section:


             TRANSMITTAL FORM FOR EVIDENCING
                       COMPLIANCE
          WITH SECTION 16956(a)(1)(D), SECTION
                     16956(a)(2)(D),
                           OR
              SECTION 16956(a)(3)(D) OF THE
                       CALIFORNIA
                    CORPORATIONS CODE
      The undersigned hereby confirms the
      following:
1.   ____________________________________________
      Name of registered or foreign limited
      liability partnership
2.   ____________________________________________
      Jurisdiction where partnership is
      organized
3.   ____________________________________________
      Address of principal office
      The registered or foreign limited liability
      partnership
      chooses
      to satisfy the requirements of Section
      16956 by
      confirming,
      pursuant to Section 16956(a)(1)(D),
      16956(a)(2)(D),
      or
      16956(a)(3)(D) and pursuant to Section
      16956(c), that, as
      of
      the most recently completed fiscal year,
      the       partnership
4.   had
      a net worth equal to or exceeding ten
      million
      dollars
      (,000,000), in the case of a partnership
      providing
      accountancy services, fifteen million
      dollars
      (,000,000)
      in the case of a partnership providing
      legal services,
      or
      ten million dollars (,000,000), in the
      case of a
      partnership
      providing architectural services.
5.   ____________________________________________
      Title of authorized person executing this
      form
6.   ____________________________________________
      Signature of authorized person executing
      this form

   (c) Pursuant to subparagraph (D) of paragraph (1) of subdivision
(a), subparagraph (D) of paragraph (2) of subdivision (a), or
subparagraph (D) of paragraph (3) of subdivision (a), a registered
limited liability partnership or foreign limited liability
partnership may satisfy the requirements of this section by
confirming that, as of the last day of its most recently completed
fiscal year, it had a net worth equal to or exceeding the amount
required. In order to comply with this alternative method of meeting
the requirements established in this section, a registered limited
liability partnership or foreign limited liability partnership shall
file an annual confirmation with the Secretary of State's office,
signed by an authorized member of the registered limited liability
partnership or foreign limited liability partnership, accompanied by
a transmittal form as prescribed by subdivision (b). In order to be
current in a given year, the partnership form for confirming
compliance with the optional security requirement shall be on file
within four months of the completion of the fiscal year and, upon
being filed, shall constitute full compliance with the financial
security requirements for purposes of this section as of the
beginning of the fiscal year. A confirmation filed during any
particular fiscal year shall continue to be effective for the first
four months of the next succeeding fiscal year.
   (d) Neither the existence of the requirements of subdivision (a)
nor the extent of the registered limited liability partnership's or
foreign limited liability partnership's compliance with the
alternative requirements in this section shall be admissible in court
or in any way be made known to a jury or other trier of fact in
determining an issue of liability for, or to the extent of, the
damages in question.
   (e) Notwithstanding any other provision of this section, if a
registered limited liability partnership or foreign limited liability
partnership is otherwise in compliance with the terms of this
section at the time that a bankruptcy or other insolvency proceeding
is commenced with respect to the registered limited liability
partnership or foreign limited liability partnership, it shall be
deemed to be in compliance with this section during the pendency of
the proceeding. A registered limited liability partnership that has
been the subject of a proceeding and that conducts business after the
proceeding ends shall thereafter comply with paragraph (1), (2), or
(3) of subdivision (a), in order to obtain the limitations on
liability afforded by subdivision (c) of Section 16306.



16957.  (a) No distribution shall be made by a registered limited
liability partnership if, after giving effect to the distribution:
   (1) The registered limited liability partnership would not be able
to pay its debts as they become due in the usual course of business.

   (2) The registered limited liability partnership's total assets
would be less than the sum of its total liabilities plus the amount
that would be needed, if the registered limited liability partnership
were to be dissolved at the time of the distribution, to satisfy the
preferential rights of other partners upon dissolution that are
superior to the rights of the partners receiving the distribution.
   (b) A cause of action with respect to an obligation to return a
distribution is extinguished unless the action is brought within four
years after the distribution is made.
   (c) A distribution for purposes of this section means the transfer
of money or property by a registered limited liability partnership
to its partners without consideration.


16958.  (a) (1) The laws of the jurisdiction under which a foreign
limited liability partnership is organized shall govern its
organization and internal affairs and the liability and authority of
its partners, subject to compliance with Section 16956, and (2) a
foreign limited liability partnership may not be denied registration
by reason of any difference between those laws and the laws of this
state.
   (b) The name of a foreign limited liability partnership
transacting intrastate business in this state shall contain the words
"Registered Limited Liability Partnership" or "Limited Liability
Partnership" or one of the abbreviations "L.L.P.," "LLP," "R.L.L.P.,"
or "RLLP," or such other similar words or abbreviations as may be
required or authorized by the laws of the jurisdiction of formation
of the foreign limited liability partnership, as the last words or
letters of its name.



16959.  (a) (1) Before transacting intrastate business in this
state, a foreign limited liability partnership shall comply with all
statutory and administrative registration or filing requirements of
the state board, commission, or agency that prescribes the rules and
regulations governing a particular profession in which the
partnership proposes to be engaged, pursuant to the applicable
provisions of the Business and Professions Code relating to the
profession or applicable rules adopted by the governing board.  A
foreign limited liability partnership that transacts intrastate
business in this state shall within 30 days after the effective date
of the act enacting this section or the date on which the foreign
limited liability partnership first transacts intrastate business in
this state, whichever is later, register with the Secretary of State
by submitting to the Secretary of State an application for
registration as a foreign limited liability partnership, signed by a
person with authority to do so under the laws of the jurisdiction of
formation of the foreign limited liability partnership, stating the
name of the partnership, the address of its principal office, the
name and address of its agent for service of process in this state, a
brief statement of the business in which the partnership engages,
and any other matters that the partnership determines to include.
   (2) Annexed to the application for registration shall be a
certificate from an authorized public official of the foreign limited
liability partnership's jurisdiction of organization to the effect
that the foreign limited liability partnership is in good standing in
that jurisdiction, if the laws of that jurisdiction permit the
issuance of those certificates, or, in the alternative, a statement
by the foreign limited liability partnership that the laws of its
jurisdiction of organization do not permit the issuance of those
certificates.
   (b) The registration shall be accompanied by a fee as set forth in
subdivision (b) of Section 12189 of the Government Code.
   (c) The Secretary of State shall register as a foreign limited
liability partnership any partnership that submits a completed
application for registration with the required fee.
   (d) The Secretary of State may cancel the filing of the
registration 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.
   (e) A partnership becomes registered as a foreign limited
liability partnership at the time of the filing of the initial
registration with the Secretary of State or at any later date or time
specified in the registration and the payment of the fee required by
subdivision (b).  A partnership continues to be registered as a
foreign limited liability partnership until a notice that it is no
longer so registered as a limited liability partnership has been
filed pursuant to Section 16960 or, if applicable, once it has been
dissolved and finally wound up.  The status of a partnership
registered as a foreign limited liability partnership and the
liability of a partner of that foreign limited liability partnership
shall not be adversely affected by errors or subsequent changes in
the information stated in an application for registration under
subdivision (a) or an amended registration or notice under Section
16960.
   (f) The fact that a registration or amended registration pursuant
to Section 16960 is on file with the Secretary of State is notice
that the partnership is a foreign limited liability partnership and
of those other facts contained therein that are required to be set
forth in the registration or amended registration.
   (g) The Secretary of State shall provide a form for a registration
under subdivision (a), which shall include the form for confirming
compliance with the optional security requirement pursuant to
subdivision (c) of Section 16956.  The Secretary of State shall
include with instructional materials, provided in conjunction with
the form for registration under subdivision (a), a notice that filing
the registration will obligate the limited liability partnership to
pay an annual tax for that taxable year to the Franchise Tax Board
pursuant to Section 17948 of the Revenue and Taxation Code.  That
notice shall be updated annually to specify the dollar amount of this
tax.
   (h) A foreign limited liability partnership transacting intrastate
business in this state shall not maintain any action, suit, or
proceeding in any court of this state until it has registered in this
state pursuant to this section.
   (i) Any foreign limited liability partnership that transacts
intrastate business in this state without registration is subject to
a penalty of twenty dollars () for each day that unauthorized
intrastate business is transacted, up to a maximum of ten thousand
dollars (,000).
   (j) A partner of a foreign limited liability partnership is not
liable for the debts or obligations of the foreign limited liability
partnership solely by reason of its having transacted business in
this state without registration.
   (k) A foreign limited liability partnership, transacting business
in this state without registration, appoints the Secretary of State
as its agent for service of process with respect to causes of action
arising out of the transaction of business in this state.
   (l) "Transact intrastate business" as used in this section means
to repeatedly and successively provide professional limited liability
partnership services in this state, other than in interstate or
foreign commerce.
   (m) Without excluding other activities that may not be considered
to be transacting intrastate business, a foreign limited liability
partnership shall not be considered to be transacting intrastate
business merely because its subsidiary or affiliate transacts
intrastate business, or merely because of its status as any one or
more of the following:
   (1) A shareholder of a domestic corporation.
   (2) A shareholder of a foreign corporation transacting intrastate
business.
   (3) A limited partner of a foreign limited partnership transacting
intrastate business.
   (4) A limited partner of a domestic limited partnership.
   (5) A member or manager of a foreign limited liability company
transacting intrastate business.
   (6) A member or manager of a domestic limited liability company.
   (n) Without excluding other activities that may not be considered
to be transacting intrastate business, a foreign limited liability
partnership shall not be considered to be transacting intrastate
business within the meaning of this subdivision solely by reason of
carrying on in this state any one or more of the following
activities:
   (1) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims or disputes.
   (2) Holding meetings of its partners or carrying on any other
activities concerning its internal affairs.
   (3) Maintaining bank accounts.
   (4) Maintaining offices or agencies for the transfer, exchange,
and registration of the foreign limited liability partnership's
securities or maintaining trustees or depositories with respect to
those securities.
   (5) Effecting sales through independent contractors.
   (6) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where those orders require
acceptance without this state before becoming binding contracts.
   (7) Creating or acquiring evidences of debt or mortgages, liens,
or security interest in real or personal property.
   (8) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.
   (9) Conducting an isolated transaction that is completed within
180 days and not in the course of a number of repeated transactions
of a like nature.
   (o) A person shall not be deemed to be transacting intrastate
business in this state merely because of its status as a partner of a
registered limited liability partnership or a foreign limited
liability company whether or not registered to transact intrastate
business in this state.
   (p) The Attorney General may bring an action to restrain a foreign
limited liability partnership from transacting intrastate business
in this state in violation of this chapter.
   (q) Nothing in this section is intended to, or shall, augment,
diminish, or otherwise alter existing provisions of law, statutes, or
court rules relating to services by a California architect,
California public accountant, or California attorney in another
jurisdiction, or services by an out-of-state architect, out-of-state
public accountant, or out-of-state attorney in California.



16960.  (a) The registration of a foreign limited partnership may be
amended by an amended registration executed by one or more partners
authorized to execute an amended registration and filed with the
Secretary of State, as soon as reasonably practical after any
information set forth in the registration or previously filed amended
registration becomes inaccurate, to add information to the
registration or amended registration or to withdraw its registration
as a foreign limited liability partnership.
   (b) If a foreign limited partnership ceases to be a limited
liability partnership, it shall file with the Secretary of State a
notice, executed by one or more partners authorized to execute the
notice, that it is no longer a foreign limited liability partnership.
The notice shall state that a final annual tax return, as described
by Section 17948.3 of the Revenue and Taxation Code, has been or will
be filed with the Franchise Tax Board, as required under Part 10.2
(commencing with Section 18401) of the Revenue and Taxation Code.
   (c) A foreign limited liability partnership that is, but is no
longer required to be, registered under Section 16959 may withdraw
its registration by filing a notice with the Secretary of State,
executed by one or more partners authorized to execute the notice.
   (d) The Secretary of State shall provide forms for an amended
registration under subdivision (a) and notices under subdivisions (b)
and (c).
   (e) The filing of amended registration forms pursuant to
subdivision (a) and a notice pursuant to subdivision (b) or (c) shall
each be accompanied by a fee as set forth in subdivision (d) of
Section 12189 of the Government Code.
   (f) A notice of cessation, signed pursuant to subdivision (b),
shall be filed with the Secretary of State. The Secretary of State
shall notify the Franchise Tax Board of the cessation.



16961.  The filing of a registration with the Secretary of State
under Section 16953 or 16959 shall make it unnecessary for all
purposes for the registered limited liability partnership or foreign
limited liability partnership to make any of the filings referred to
in Chapter 5 (commencing with Section 17900) of Part 3 of Division 7
of the Business and Professions Code.



16962.  (a) Each registered limited liability partnership whose
principal office is not in this state and each foreign limited
liability partnership registered under Section 16959 shall designate
as its agent for service of process any natural person or a domestic
or foreign corporation entitled to be designated as agent for the
service of process pursuant to Section 1505.
   (b) In addition to service that may be made as provided in Section
416.40 of the Code of Civil Procedure, delivery by hand of a copy of
any process against a registered limited liability partnership or
foreign limited liability partnership registered under Section 16959
(1) to any natural person designated by it as agent or (2), if a
corporate agent has been designated, to any person named in the
latest certificate of the corporate agent filed pursuant to Section
1505 at the office of that corporate agent shall constitute valid
service on the registered limited liability partnership or foreign
limited liability partnership.
   (c) If an agent for the purpose of 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
personally delivering the process, or if no agent has been
designated, and it is shown by affidavit to the satisfaction of the
court that process against a registered limited liability partnership
or foreign limited liability partnership required to be registered
under Section 16959 cannot be served with reasonable diligence upon
the designated agent 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 or upon the registered
limited liability partnership or foreign limited liability
partnership in the manner provided in Section 416.40 of the Code of
Civil Procedure, the court may make an order that the service be made
upon the registered limited liability partnership or foreign limited
liability 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 that service.  If the court makes that order, the
Secretary of State who receives the process, or the person employed
in the Secretary of State's office in the capacity of assistant or
deputy who receives the process, is required to accept the process.
A fee as set forth in subdivision (b) of Section 12197 of the
Government Code shall be paid to the Secretary of State for the use
of the state upon receipt of the process.  Service in this manner
shall be deemed complete on the 10th day after delivery of the
process to the Secretary of State.
   (d) Upon the receipt of the copy of process and the fee therefor,
the Secretary of State shall give notice of the service of process to
the registered limited liability partnership or foreign limited
liability partnership registered under Section 16959 at its principal
executive office, by forwarding to that office, by registered mail
with request for return receipt, the copy of the process or, if the
records of the Secretary of State do not disclose an address for that
principal executive office, by forwarding the copy in the same
manner to the last designated agent for service of process who has
not resigned.  If the agent for service of process has resigned and
has not been replaced and the records of the Secretary of State do
not disclose an address for its principal executive office, no action
need be taken by the Secretary of State.
   (e) The Secretary of State shall keep a record of all process
served upon the Secretary of State under this section and shall
record therein the time of service and the Secretary of State's
action with reference thereto.  The certificate of the Secretary of
State, under the Secretary of State's official seal, certifying to
the receipt of process, the giving of notice thereof to the
registered limited liability partnership or foreign limited liability
partnership, and the forwarding of the process pursuant to this
section shall be competent and prima facie evidence of the matters
stated therein.
   (f) The court order pursuant to subdivision (c) that service of
process be made upon the registered limited liability partnership or
foreign limited liability partnership by delivery to the Secretary of
State may be a court order of a court of another state, or of any
federal court, if the suit, action, or proceeding has been filed in
that court.