Article 2 - Formation; Certificate of Limited Partnership and Other Filings

California Corporations Code — §§ 15902.01-15902.09

Sections (9)

Amended by Stats. 2022, Ch. 617, Sec. 89. (SB 1202) Effective January 1, 2023.

(a)In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by the Secretary of State and, either before or after the filing of a certificate of limited partnership, the partners shall have entered into a partnership agreement. The certificate must state:

(1)the name of the limited partnership, which shall comply with Section 15901.08;

(2)the street address of the initial principal office;

(3)the name and street address of the initial agent for service of process in accordance with paragraph

(1)of subdivision (d) of Section 15901.16;

(4)the name and the address of each general partner; and

(5)the mailing address of the limited partnership, if different from the address of the initial principal office.

(b)A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in subdivision (b) of Section 15901.10 in a manner inconsistent with that section.

(c)A limited partnership is formed when the Secretary of State files the certificate of limited partnership.

(d)Subject to subdivision (b), if any provision of a

partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed certificate of dissociation, cancellation, or amendment or filed certificate of conversion or merger:

(1)the partnership agreement prevails as to partners and transferees; and

(2)the filed certificate of limited partnership, certificate of dissociation, cancellation, or amendment or filed certificate of conversion or merger prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

(e)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 by 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 to transact business, together with the certificate of registration, referred to in Section 15909.02, or any amendment thereto, which has been filed by 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.

(f)The Secretary of State may cancel the filing of certificates of

limited partnership, including certificates effecting a conversion, if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. For partners and transferees, the partnership agreement is paramount. Within 90 days of 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.

(g)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.

§ 15902.02

Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.

(a)In order to amend its certificate of limited partnership, a limited partnership must deliver to and on a form prescribed by the Secretary of State for filing an amendment stating:

(1)the name and the Secretary of State’s file number of the limited partnership; and

(2)the changes the amendment makes to the certificate as most recently amended or restated.

(b)A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:

(1)the admission of a new general partner;

(2)the dissociation of a person as a general partner; or

(3)the appointment of a person to wind up the limited partnership’s activities under subdivisions (c) or (d) of Section 15908.03.

(c)A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:

(1)cause the certificate to be amended; or

(2)if appropriate, deliver to the Secretary of State for filing an amendment or a certificate of correction pursuant to Section 15902.07.

(d)A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.

(e)A restated certificate of limited partnership may be delivered to and on a form prescribed by the Secretary of State for filing in the same manner as an amendment.

(1)A restated certificate of limited partnership may be filed that embodies all of the provisions that are in effect contained in the different certificates that have been filed with the Secretary of State.

(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.

(f)Subject to subdivision (c) of Section 15902.06, an amendment or restated certificate is effective when filed by the Secretary of State.

§ 15902.03

Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.

A dissolved limited partnership that has completed winding up shall deliver to and on a form prescribed by the Secretary of State for filing a certificate of cancellation that states:

(1)the name of the limited partnership and the Secretary of State’s file number;

(2)the date of filing of its initial certificate of limited partnership; and

(3)any other information as determined by the general partners filing the certificate or by a person appointed pursuant to subdivisions (c) or (d) of Section 15908.03.

§ 15902.04

Amended by Stats. 2014, Ch. 834, Sec. 24. (SB 1041) Effective January 1, 2015.

(a)Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner:

(1)An initial certificate of limited partnership must be signed by all general partners listed in the certificate.

(2)An amendment designating as general partner a person admitted under paragraph (2) of subdivision (c) of Section 15908.01 following the dissociation of a limited partnership’s last general partner must be signed by that person.

(3)An amendment required by subdivision (c) of Section 15908.03 following the

appointment of a person to wind up the dissolved limited partnership’s activities must be signed by that person.

(4)Any other amendment must be signed by:

(A)at least one general partner listed in the certificate of limited partnership;

(B)each other person designated in the amendment as a new general partner; and

(C)each person that the amendment indicates has dissociated as a general partner, unless:

(i)the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or

(ii) the person has previously delivered to the Secretary of State for filing a certificate

of dissociation.

(5)A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subdivision, the restated certificate must be signed in a manner that satisfies that paragraph.

(6)A certificate of cancellation must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of limited partnership of a dissolved limited partnership lists no general partners, by the person appointed pursuant to subdivisions (c) or (d) of Section 15908.03 to wind up the dissolved limited partnership’s activities.

(7)Certificates of conversion must be signed as provided in subdivision (b) of Section 15911.06.

(8)Certificates of merger must be signed as provided in subdivision (a) of Section 15911.14.

(9)A certificate of correction shall be executed in the same manner in which the record being corrected was required to be executed.

(10)Any other record delivered on behalf of a limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate of limited partnership.

(11)A certificate of dissociation by a person pursuant to paragraph (4) of subdivision (a) of Section 15906.05 stating that the person has dissociated as a general partner must be signed by that person.

(12)A certificate of withdrawal by a person pursuant to Section

15903.06 must be signed by that person.

(13)A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership.

(14)Any other record delivered on behalf of any person to the Secretary of State for filing must be signed by that person.

(b)Any person may sign by an attorney in fact any record to be filed pursuant to this chapter.

(c)The Secretary of State shall not be required to verify that the person withdrawing or dissociating was ever actually named in an official filing as a general or limited partner.

§ 15902.05

Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.

(a)If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the superior court to order:

(1)the person to sign the record;

(2)deliver the record to the Secretary of State for filing; or

(3)the Secretary of State to file the record unsigned.

(b)If the person aggrieved under subdivision (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subdivision (a) may seek the remedies provided in subdivision (a) in the same action in combination or in the alternative. In any action under this subdivision, if the court finds the failure of the person to comply with the requirement to sign a record or deliver a record to the Secretary of State for filing to have been without justification, the court may award an amount sufficient to reimburse the persons aggrieved under subdivision (a) bringing the action for the reasonable expenses incurred by such persons, including attorneys’ fees, in connection with the action or proceeding.

(c)A record filed unsigned pursuant to this section is effective without being signed.

(d)Any person, other than a general partner, delivering a record to the Secretary of State for filing, shall state the statutory authority for such action after the signature on the appropriate record.

§ 15902.06

Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.

(a)A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be completed on a form prescribed by and in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all requisite fees have been paid, the Secretary of State shall file the record.

(b)Except as otherwise provided in Sections 15901.16, 15902.01, and 15902.07, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective:

(1)if the record does not specify a delayed effective date, on the date the record is filed as evidenced by the Secretary of State’s endorsement of the date on the record;

(2)if the record specifies a delayed effective date on the earlier of:

(A)the specified date; or

(B)the 90th day after the record is filed; or

(c)In case a delayed effective date is specified, the record 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 record and delivered to the Secretary of State for filing before the specified effective date. In the case of certificate of merger, 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 record becomes effective on the date specified.

(d)If the Secretary of State determines that a record delivered to the Secretary of State for filing does not conform to the law and returns it to the person delivering it, the record may be resubmitted accompanied by a written opinion of the member of the State Bar of California delivering the record or representing the person delivering it, to the effect that the specific provisions of the record objected to by the Secretary of State do 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 15901.08, 15901.09, 15909.02, and 15909.05, upon that written opinion in determining whether the record conforms to law. When filed by the Secretary of State upon resubmission, such record is effective retroactively as of the date that the original record was delivered to the Secretary of State for filing.

§ 15902.07

Amended by Stats. 2014, Ch. 834, Sec. 25. (SB 1041) Effective January 1, 2015.

(a)A limited partnership or foreign limited partnership may deliver to and on a form prescribed by the Secretary of State for filing a certificate of correction containing the name of the limited partnership or foreign limited partnership and the Secretary of State’s file number for the limited partnership or foreign limited partnership to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed.

(b)A certificate of correction may not state a delayed effective date and

must:

(1)describe the record to be corrected, including its filing date and file number;

(2)specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and

(3)correct the incorrect information or defective signature.

(c)When filed by the Secretary of State, a certificate of correction is effective retroactively as of the effective date of the record the certificate corrects, but the certificate is effective when filed:

(1)for the purposes of subdivisions (c) and (d) of Section 15901.03; and

(2)as to persons relying on the uncorrected record and adversely affected by

the correction.

§ 15902.08

Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.

(a)If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:

(1)a person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be false at the time the record was signed; and

(2)a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under Section 15902.02, file a petition pursuant to Section 15902.05, or deliver to the Secretary of State for filing a certificate of correction pursuant to Section 15902.07.

(b)Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.

§ 15902.09

Amended by Stats. 2022, Ch. 617, Sec. 90. (SB 1202) Effective January 1, 2023.

(a)A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to Section 15902.03 may be revived by filing with, and on a form prescribed by, the Secretary of State a certificate of revival. The certificate of revival shall be accompanied by written confirmation by the Franchise Tax Board that all of the following have occurred:

(1)All of the following have been paid to the Franchise Tax Board:

(A)The annual tax due under Section 17935 of the Revenue and Taxation Code.

(B)All fees, penalties, and interest for each

year for which the domestic limited partnership failed to pay such annual tax,

including each year between the cancellation of its certificate of limited partnership and its revival.

(2)All required tax returns have been filed, including returns for each taxable year between the cancellation of its certificate of limited partnership and its revival.

(b)The certificate of revival shall set forth all of the following:

(1)The name of the limited partnership at the time its certificate of limited partnership was canceled, and if the name is not available at the time of revival, the name under which the limited partnership is to be revived.

(2)The date of filing of the original certificate of limited partnership.

(3)The address of the limited partnership’s principal office.

(4)The name and address of the initial agent for service of process in accordance with paragraph (1) of subdivision (d) of Section 15901.16.

(5)A statement that the certificate of revival is filed by one or more general partners of the limited partnership authorized to execute and file the certificate of revival to revive the limited partnership.

(6)The Secretary of State’s file number for the original limited partnership.

(7)The name and address of each general partner.

(8)Any other matters the general partner or partners executing the certificate of revival determine to include therein.

(c)The certificate of revival should be deemed to be an amendment to the certificate of limited partnership, and the limited partnership shall not be required to take any further action to amend its certificate of limited partnership pursuant to Section 15902.02 with respect to the matter set forth in the certificate of revival.

(d)Upon the filing of the certificate of revival, the limited partnership shall be revived with the same force and effect as if the certificate of limited partnership had not been canceled pursuant to Section 15902.03. The revival shall validate all contracts, acts, matters, and things made, done, and performed by the limited partnership,

its partners, employees, and agents following the time its certificate of limited partnership was canceled pursuant to Section 15902.03 with the same force and effect and all intents and purposes as if the certificate of limited partnership had remained in full force and effect. This provision shall apply provided that third parties are relying on the acts of the partnership, its partners, employees, and agents. All real and personal property, and all rights and interests, that belong to a limited partnership at the time its certificate of limited partnership was canceled pursuant to Section 15902.03 or that were acquired by the limited partnership following the cancellation of the certificate of limited partnership, that were not disposed of before the time of its revival, shall be vested in the limited partnership after its revival as fully as if they were held by the limited partnership at, and

during the time after, as the case may be, the time the certificate of limited partnership was canceled. After its revival, the limited partnership and its partners shall have all of the same liability for contracts, acts, matters, and things made, done, or performed in the limited partnership’s name and on behalf of its partners, employees, and agents, as the limited partnership and its partners would have had if the limited partnership’s certificate of limited partnership had at all times remained in full force and effect.

(e)The amendments made to this section by the act adding this subdivision shall apply to written confirmations made by the Franchise Tax Board on or after January 1, 2010.