SECTIONS 16100-16114 - California Statutes

CORPORATIONS CODE

SECTION 16100-16114

16100. This chapter may be cited as the Uniform Partnership Act of
1994.

16101. As used in this chapter, the following terms and phrases
have the following meanings:
(1) "Business" includes every trade, occupation, and profession.
(2) "Debtor in bankruptcy" means a person who is the subject of
either of the following:
(A) An order for relief under Title 11 of the United States Code
or a comparable order under a successor statute of general
application.
(B) A comparable order under federal, state, or foreign law
governing insolvency.
(3) "Distribution" means a transfer of money or other property
from a partnership to a partner in the partner's capacity as a
partner or to the partner's transferee.
(4) "Electronic transmission by the partnership" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, for that recipient on record with the
partnership, (2) posting on an electronic message board or network
that the partnership has designated for those communications,
together with a separate notice to the recipient of the posting,
which transmission shall be validly delivered upon the later of the
posting or delivery of the separate notice thereof, or (3) other
means of electronic communication, (b) to a recipient who has
provided an unrevoked consent to the use of those means of
transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form. However, an electronic
transmission by a partnership to an individual partner is not
authorized unless, in addition to satisfying the requirements of this
section, the transmission satisfies the requirements applicable to
consumer consent to electronic records as set forth in the Electronic
Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001
(c)(1)).
(5) "Electronic transmission to the partnership" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, which the partnership has provided from
time to time to partners for sending communications to the
partnership, (2) posting on an electronic message board or network
that the partnership has designated for those communications, and
which transmission shall be validly delivered upon the posting, or
(3) other means of electronic communication, (b) as to which the
partnership has placed in effect reasonable measures to verify that
the sender is the partner (in person or by proxy) purporting to send
the transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form.
(6) (A) "Foreign limited liability partnership" means a
partnership, other than a limited partnership, formed pursuant to an
agreement governed by the laws of another jurisdiction and
denominated or registered as a limited liability partnership or
registered limited liability partnership under the laws of that
jurisdiction (i) in which each partner is a licensed person or a
person licensed or authorized to provide professional limited
liability partnership services in a jurisdiction or jurisdictions
other than this state, (ii) which is licensed under the laws of the
state to engage in the practice of architecture, the practice of
public accountancy, the practice of engineering, the practice of land
surveying, or the practice of law, or (iii) which (I) is related to
a registered limited liability partnership that practices public
accountancy or, to the extent permitted by the State Bar, practices
law or is related to a foreign limited liability partnership and (II)
provides services related or complementary to the professional
limited liability partnership services provided by, or provides
services or facilities to, that registered limited liability
partnership or foreign limited liability partnership.
(B) For the purposes of clause (iii) of subparagraph (A), a
partnership is related to a registered limited liability partnership
or foreign limited liability partnership if (i) at least a majority
of the partners in one partnership are also partners in the other
partnership, or (ii) at least a majority in interest in each
partnership hold interests in or are members of another person,
except an individual, and each partnership renders services pursuant
to an agreement with that other person, or (iii) one partnership,
directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the other
partnership.
(7) "Licensed person" means any person who is duly licensed,
authorized, or registered under the provisions of the Business and
Professions Code to provide professional limited liability
partnership services or who is lawfully able to render professional
limited liability partnership services in this state.
(8) (A) "Registered limited liability partnership" means a
partnership, other than a limited partnership, formed pursuant to an
agreement governed by Article 10 (commencing with Section 16951),
that is registered under Section 16953 and (i) each of the partners
of which is a licensed person or a person licensed or authorized to
provide professional limited liability partnership services in a
jurisdiction or jurisdictions other than this state, (ii) is licensed
under the laws of the state to engage in the practice of
architecture, the practice of public accountancy, the practice of
engineering, the practice of land surveying, or the practice of law,
or (iii)(I) is related to a registered limited liability partnership
that practices public accountancy or, to the extent permitted by the
State Bar, practices law or is related to a foreign limited liability
partnership and (II) provides services related or complementary to
the professional limited liability partnership services provided by,
or provides services or facilities to, that registered limited
liability partnership or foreign limited liability partnership.
(B) For the purposes of clause (iii) of subparagraph (A), a
partnership is related to a registered limited liability partnership
or foreign limited liability partnership if (i) at least a majority
of the partners in one partnership are also partners in the other
partnership, or (ii) at least a majority in interest in each
partnership hold interests in or are members of another person, other
than an individual, and each partnership renders services pursuant
to an agreement with that other person, or (iii) one partnership,
directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the other
partnership.
(9) "Partnership" means an association of two or more persons to
carry on as coowners a business for profit formed under Section
16202, predecessor law, or comparable law of another jurisdiction,
and includes, for all purposes of the laws of this state, a
registered limited liability partnership, and excludes any
partnership formed under Chapter 2 (commencing with Section 15501),
Chapter 3 (commencing with Section 15611), or Chapter 5.5 (commencing
with Section 15900).
(10) "Partnership agreement" means the agreement, whether written,
oral, or implied, among the partners concerning the partnership,
including amendments to the partnership agreement.
(11) "Partnership at will" means a partnership in which the
partners have not agreed to remain partners until the expiration of a
definite term or the completion of a particular undertaking.
(12) "Partnership interest" or "partner's interest in the
partnership" means all of a partner's interests in the partnership,
including the partner's transferable interest and all management and
other rights.
(13) "Person" means an individual, corporation, business trust,
estate, trust, partnership, limited partnership, limited liability
partnership, limited liability company, association, joint venture,
government, governmental subdivision, agency, or instrumentality, or
any other legal or commercial entity.
(14) "Professional limited liability partnership services" means
the practice of architecture, the practice of public accountancy, the
practice of engineering, the practice of land surveying, or the
practice of law.
(15) "Property" means all property, real, personal, or mixed,
tangible or intangible, or any interest therein.
(16) "State" means a state of the United States, the District of
Columbia, the Commonwealth of Puerto Rico, or any territory or
insular possession subject to the jurisdiction of the United States.
(17) "Statement" means a statement of partnership authority under
Section 16303, a statement of denial under Section 16304, a statement
of dissociation under Section 16704, a statement of dissolution
under Section 16805, a statement of conversion or a certificate of
conversion under Section 16906, a statement of merger under Section
16915, or an amendment or cancellation of any of the foregoing.
(18) "Transfer" includes an assignment, conveyance, lease,
mortgage, deed, and encumbrance.
(19) The inclusion of the practice of architecture as a
professional limited liability partnership service permitted by this
section shall extend only until January 1, 2012.
(20) This section shall remain in effect only until January 1,
2016, and as of that date is repealed, unless a later enacted
statute, that is enacted before January 1, 2016, deletes or extends
that date.

16101. As used in this chapter, the following terms and phrases
have the following meanings:
(1) "Business" includes every trade, occupation, and profession.
(2) "Debtor in bankruptcy" means a person who is the subject of
either of the following:
(A) An order for relief under Title 11 of the United States Code
or a comparable order under a successor statute of general
application.
(B) A comparable order under federal, state, or foreign law
governing insolvency.
(3) "Distribution" means a transfer of money or other property
from a partnership to a partner in the partner's capacity as a
partner or to the partner's transferee.
(4) "Electronic transmission by the partnership" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, for that recipient on record with the
partnership, (2) posting on an electronic message board or network
that the partnership has designated for those communications,
together with a separate notice to the recipient of the posting,
which transmission shall be validly delivered upon the later of the
posting or delivery of the separate notice thereof, or (3) other
means of electronic communication, (b) to a recipient who has
provided an unrevoked consent to the use of those means of
transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form. However, an electronic
transmission by a partnership to an individual partner is not
authorized unless, in addition to satisfying the requirements of this
section, the transmission satisfies the requirements applicable to
consumer consent to electronic records as set forth in the Electronic
Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001
(c)(1)).
(5) "Electronic transmission to the partnership" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, which the partnership has provided from
time to time to partners for sending communications to the
partnership, (2) posting on an electronic message board or network
that the partnership has designated for those communications, and
which transmission shall be validly delivered upon the posting, or
(3) other means of electronic communication, (b) as to which the
partnership has placed in effect reasonable measures to verify that
the sender is the partner (in person or by proxy) purporting to send
the transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form.
(6) (A) "Foreign limited liability partnership" means a
partnership, other than a limited partnership, formed pursuant to an
agreement governed by the laws of another jurisdiction and
denominated or registered as a limited liability partnership or
registered limited liability partnership under the laws of that
jurisdiction (i) in which each partner is a licensed person or a
person licensed or authorized to provide professional limited
liability partnership services in a jurisdiction or jurisdictions
other than this state, (ii) which is licensed under the laws of the
state to engage in the practice of architecture, the practice of
public accountancy, or the practice of law, or (iii) which (I) is
related to a registered limited liability partnership that practices
public accountancy or, to the extent permitted by the State Bar,
practices law or is related to a foreign limited liability
partnership and (II) provides services related or complementary to
the professional limited liability partnership services provided by,
or provides services or facilities to, that registered limited
liability partnership or foreign limited liability partnership.
(B) For the purposes of clause (iii) of subparagraph (A), a
partnership is related to a registered limited liability partnership
or foreign limited liability partnership if (i) at least a majority
of the partners in one partnership are also partners in the other
partnership, or (ii) at least a majority in interest in each
partnership hold interests in or are members of another person,
except an individual, and each partnership renders services pursuant
to an agreement with that other person, or (iii) one partnership,
directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the other
partnership.
(7) "Licensed person" means any person who is duly licensed,
authorized, or registered under the provisions of the Business and
Professions Code to provide professional limited liability
partnership services or who is lawfully able to render professional
limited liability partnership services in this state.
(8) (A) "Registered limited liability partnership" means a
partnership, other than a limited partnership, formed pursuant to an
agreement governed by Article 10 (commencing with Section 16951),
that is registered under Section 16953 and (i) each of the partners
of which is a licensed person or a person licensed or authorized to
provide professional limited liability partnership services in a
jurisdiction or jurisdictions other than this state, (ii) is licensed
under the laws of the state to engage in the practice of
architecture, practice of public accountancy, or the practice of law,
or (iii)(I) is related to a registered limited liability partnership
that practices public accountancy or, to the extent permitted by the
State Bar, practices law or is related to a foreign limited
liability partnership and (II) provides services related or
complementary to the professional limited liability partnership
services provided by, or provides services or facilities to, that
registered limited liability partnership or foreign limited liability
partnership.
(B) For the purposes of clause (iii) of subparagraph (A), a
partnership is related to a registered limited liability partnership
or foreign limited liability partnership if (i) at least a majority
of the partners in one partnership are also partners in the other
partnership, or (ii) at least a majority in interest in each
partnership hold interests in or are members of another person, other
than an individual, and each partnership renders services pursuant
to an agreement with that other person, or (iii) one partnership,
directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the other
partnership.
(9) "Partnership" means an association of two or more persons to
carry on as coowners a business for profit formed under Section
16202, predecessor law, or comparable law of another jurisdiction,
and includes, for all purposes of the laws of this state, a
registered limited liability partnership, and excludes any
partnership formed under Chapter 2 (commencing with Section 15501),
Chapter 3 (commencing with Section 15611), or Chapter 5.5 (commencing
with Section 15900).
(10) "Partnership agreement" means the agreement, whether written,
oral, or implied, among the partners concerning the partnership,
including amendments to the partnership agreement.
(11) "Partnership at will" means a partnership in which the
partners have not agreed to remain partners until the expiration of a
definite term or the completion of a particular undertaking.
(12) "Partnership interest" or "partner's interest in the
partnership" means all of a partner's interests in the partnership,
including the partner's transferable interest and all management and
other rights.
(13) "Person" means an individual, corporation, business trust,
estate, trust, partnership, limited partnership, limited liability
partnership, limited liability company, association, joint venture,
government, governmental subdivision, agency, or instrumentality, or
any other legal or commercial entity.
(14) "Professional limited liability partnership services" means
the practice of architecture, the practice of public accountancy, or
the practice of law.
(15) "Property" means all property, real, personal, or mixed,
tangible or intangible, or any interest therein.
(16) "State" means a state of the United States, the District of
Columbia, the Commonwealth of Puerto Rico, or any territory or
insular possession subject to the jurisdiction of the United States.
(17) "Statement" means a statement of partnership authority under
Section 16303, a statement of denial under Section 16304, a statement
of dissociation under Section 16704, a statement of dissolution
under Section 16805, a statement of conversion or a certificate of
conversion under Section 16906, a statement of merger under Section
16915, or an amendment or cancellation of any of the foregoing.
(18) "Transfer" includes an assignment, conveyance, lease,
mortgage, deed, and encumbrance.
(19) The inclusion of the practice of architecture as a
professional limited liability partnership service permitted by this
section shall extend only until January 1, 2012.
(20) This section shall become operative on January 1, 2016.

16102. (a) A person knows a fact if the person has actual knowledge
of it.
(b) A person has notice of a fact if any of the following apply:
(1) The person knows of it.
(2) The person has received a notification of it.
(3) The person has reason to know it exists from all of the facts
known to the person at the time in question.
(4) Subdivision (f) of Section 16953 or subdivision (f) of Section
16959 as applicable.
(c) A person notifies or gives a notification to another by taking
steps reasonably required to inform the other person in ordinary
course, whether or not the other person knows of it.
(d) A person receives a notification when either of the following
apply:
(1) The person knows of the notification.
(2) The notification is duly delivered at the person's place of
business or at any other place held out by the person as a place for
receiving communications.
(e) Except as otherwise provided in subdivision (f), a person
other than an individual knows, has notice, or receives a
notification of a fact for purposes of a particular transaction when
the individual conducting the transaction knows, has notice, or
receives a notification of the fact, or in any event when the fact
would have been brought to the individual's attention if the person
had exercised reasonable diligence. The person exercises reasonable
diligence if it maintains reasonable routines for communicating
significant information to the individual conducting the transaction
and there is reasonable compliance with the routines. Reasonable
diligence does not require an individual acting for the person to
communicate information unless the communication is part of the
individual's regular duties or the individual has reason to know of
the transaction and that the transaction would be materially affected
by the information.
(f) A partner's knowledge, notice, or receipt of a notification of
a fact relating to the partnership is effective immediately as
knowledge by, notice to, or receipt of a notification by the
partnership, except in the case of a fraud on the partnership
committed by or with the consent of that partner.

16103. (a) Except as otherwise provided in subdivision (b),
relations among the partners and between the partners and the
partnership are governed by the partnership agreement. To the extent
the partnership agreement does not otherwise provide, this chapter
governs relations among the partners and between the partners and the
partnership.
(b) The partnership agreement may not do any of the following:
(1) Vary the rights and duties under Section 16105 except to
eliminate the duty to provide copies of statements to all of the
partners.
(2) Unreasonably restrict the right of access to books and records
under subdivision (b) of Section 16403, or the right to be furnished
with information under subdivision (c) of Section 16403.
(3) Eliminate the duty of loyalty under subdivision (b) of Section
16404 or paragraph (3) of subdivision (b) of Section 16603, but, if
not manifestly unreasonable, may do either of the following:
(A) The partnership agreement may identify specific types or
categories of activities that do not violate the duty of loyalty.
(B) All of the partners or a number or percentage specified in the
partnership agreement may authorize or ratify, after full disclosure
of all material facts, a specific act or transaction that otherwise
would violate the duty of loyalty.
(4) Unreasonably reduce the duty of care under subdivision (c) of
Section 16404 or paragraph (3) of subdivision (b) of Section 16603.
(5) Eliminate the obligation of good faith and fair dealing under
subdivision (d) of Section 16404, but the partnership agreement may
prescribe the standards by which the performance of the obligation is
to be measured, if the standards are not manifestly unreasonable.
(6) Vary the power to dissociate as a partner under subdivision
(a) Section 16602, except to require the notice under paragraph (1)
of Section 16601 to be in writing.
(7) Vary the right of a court to expel a partner in the events
specified in paragraph (5) of Section 16601.
(8) Vary the requirement to wind up the partnership business in
cases specified in paragraph (4), (5), or (6) of Section 16801.
(9) Restrict rights of third parties under this chapter.
(10) Vary the law applicable to a registered limited liability
partnership under subdivision (b) of Section 16106.

16104. (a) Unless displaced by particular provisions of this
chapter, the principles of law and equity supplement this chapter.
(b) If an obligation to pay interest arises under this chapter and
the rate is not specified, the rate is that specified in Section
3289 of the Civil Code.

16105. (a) A statement may be filed in the office of the Secretary
of State. A certified copy of a statement that is filed in an office
in another state may be filed in the office of the Secretary of
State. Either filing has the effect provided in this chapter with
respect to partnership property located in or transactions that occur
in this state.
(b) A certified copy of a statement that has been filed in the
office of the Secretary of State and recorded in the office for
recording transfers of real property has the effect provided for
recorded statements in this chapter. A recorded statement that is not
a certified copy of a statement filed in the office of the Secretary
of State does not have the effect provided for recorded statements
in this chapter.
(c) A statement filed by a partnership shall be executed by at
least two partners. Other statements shall be executed by a partner
or other person authorized by this chapter. An individual who
executes a statement as, or on behalf of, a partner or other person
named as a partner in a statement shall personally declare under
penalty of perjury that the contents of the statement are accurate.
(d) A person authorized by this chapter to file a statement may
amend or cancel the statement by filing an amendment or cancellation
that names the partnership, identifies the statement, and states the
substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall
promptly send a copy of the statement to every nonfiling partner and
to any other person named as a partner in the statement. Failure to
send a copy of a statement to a partner or other person does not
limit the effectiveness of the statement as to a person not a
partner.
(f) The Secretary of State may collect a fee for filing or
providing a certified copy of a statement. The officer responsible
for recording transfers of real property may collect a fee for
recording a statement.

16106. (a) Except as otherwise provided in subdivision (b) of this
section, or Section 16958, the law of the jurisdiction in which a
partnership has its chief executive office governs relations among
the partners and between the partners and the partnership.
(b) With respect to a registered limited liability partnership,
the law of this state shall govern relations among the partners and
between the partners and the partnership, and the liability of
partners for obligations of the partnership.

16107. A partnership governed by this chapter is subject to any
amendment to or repeal of this chapter.

16108. Except with respect to the provisions of this chapter
specifically relating to registered limited liability partnerships
and foreign limited liability partnerships, this chapter shall be
applied and construed to effectuate its general purpose to make
uniform the law with respect to the subject of this chapter among
states enacting it.

16109. The rights and duties of surviving partners, the legal
representatives of deceased partners, the creditors of such partners,
and the creditors of the partnership created by or defined in this
chapter shall be given full force and effect notwithstanding any
inconsistent provisions of the Probate Code, but nothing in this
chapter shall otherwise affect any provision of the Probate Code.

16110. If any provision of this chapter or its application to any
person or circumstance is held invalid, the invalidity does not
affect other provisions or applications of this chapter that can be
given effect without the invalid provision or application, and to
this end the provisions of this chapter are severable.

16111. (a) Except as provided in Section 16955.5, before January 1,
1999, this chapter governs only a partnership formed (1) on or after
the effective date of this chapter, unless that partnership is
continuing the business of a dissolved partnership under Section
15041, or (2) before the effective date of this chapter if that
partnership elects, in the manner provided in its partnership
agreement or by law for amending the partnership agreement, to be
governed by this chapter.
(b) On and after January 1, 1999, this chapter governs all
partnerships.
(c) Except with respect to the provisions of this chapter
specifically relating to registered limited liability partnerships
and foreign limited liability partnerships, the provisions of this
chapter relating to the liability of the partnership's partners to
third parties apply to limit those partners' liability to a third
party who had done business with the partnership within one year
preceding the partnership's election to be governed by this chapter,
only if the third party knows or has received a notification of the
partnership's election to be governed by this chapter.

16112. This chapter does not affect an action or proceeding
commenced or right accrued before this chapter takes effect.

16113. (a) The fee for filing a statement of partnership is seventy
dollars ($70).
(b) Unless another fee is specified by law or the law specifies
that no fee is to be charged, the fee for filing any partnership
statement pursuant to this chapter is thirty dollars ($30).
(c) There is no fee for filing a statement of dissolution for the
purposes of canceling a statement of partnership.

16114. Unless another fee is specified by law or the law specifies
that no fee is to be charged, the fee for acceptance of copies of
process against a surviving foreign partnership or limited
partnership pursuant to subdivision (b) of Section 16906 is fifty
dollars ($50) for each surviving foreign partnership or limited
partnership general partnership upon whom service is sought.