SECTIONS 16301-16310 - California Statutes

CORPORATIONS CODE

SECTION 16301-16310

16301. Subject to the effect of a statement of partnership
authority under Section 16303 both of the following apply:
(1) Each partner is an agent of the partnership for the purpose of
its business. An act of a partner, including the execution of an
instrument in the partnership name, for apparently carrying on in the
ordinary course the partnership business or business of the kind
carried on by the partnership binds the partnership, unless the
partner had no authority to act for the partnership in the particular
matter and the person with whom the partner was dealing knew or had
received a notification that the partner lacked authority.
(2) An act of a partner that is not apparently for carrying on in
the ordinary course the partnership business or business of the kind
carried on by the partnership binds the partnership only if the act
was authorized by the other partners.

16302. (a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of partnership authority
under Section 16303, partnership property held in the name of the
partnership may be transferred by an instrument of transfer executed
by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners
with an indication in the instrument transferring the property to
them of their capacity as partners or of the existence of a
partnership, but without an indication of the name of the
partnership, may be transferred by an instrument of transfer executed
by the persons in whose name the property is held.
(3) Partnership property held in the name of one or more persons
other than the partnership, without an indication in the instrument
transferring the property to them of their capacity as partners or of
the existence of a partnership, may be transferred by an instrument
of transfer executed by the persons in whose name the property is
held.
(b) A partnership may recover partnership property from a
transferee only if it proves that execution of the instrument of
initial transfer did not bind the partnership under Section 16301 and
either of the following applies:
(1) As to a subsequent transferee who gave value for property
transferred under paragraph (1) or (2) of subdivision (a), proves
that the subsequent transferee knew or had received a notification
that the person who executed the instrument of initial transfer
lacked authority to bind the partnership.
(2) As to a transferee who gave value for property transferred
under paragraph (3) of subdivision (a), proves that the transferee
knew or had received a notification that the property was partnership
property and that the person who executed the instrument of initial
transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a
subsequent transferee if the partnership would not have been entitled
to recover the property, under subdivision (b), from any earlier
transferee of the property.
(d) If a person holds all of the partners' interests in the
partnership, all of the partnership property vests in that person.
The person may execute a document in the name of the partnership to
evidence vesting of the property in that person and may file or
record the document.

16303. (a) A partnership may file a statement of partnership
authority, which is subject to all of the following:
(1) The statement shall include all of the following:
(A) The name of the partnership.
(B) The street address of its chief executive office and of one
office in this state, if there is one.
(C) The names and mailing addresses of all of the partners or of
an agent appointed and maintained by the partnership for the purpose
of subdivision (b).
(D) The names of the partners authorized to execute an instrument
transferring real property held in the name of the partnership.
(2) The statement may specify the authority, or limitations on the
authority, of some or all of the partners to enter into other
transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent, the
agent shall maintain a list of the names and mailing addresses of all
of the partners and make it available to any person on request for
good cause shown.
(c) If a filed statement of partnership authority is executed
pursuant to subdivision (c) of Section 16105 and states the name of
the partnership but does not contain all of the other information
required by subdivision (a), the statement nevertheless operates with
respect to a person not a partner as provided in subdivisions (d)
and (e).
(d) A filed statement of partnership authority supplements the
authority of a partner to enter into transactions on behalf of the
partnership as follows:
(1) Except for transfers of real property, a grant of authority
contained in a filed statement of partnership authority is conclusive
in favor of a person who gives value without knowledge to the
contrary, so long as and to the extent that a limitation on that
authority is not then contained in another filed statement. A filed
cancellation of a limitation on authority revives the previous grant
of authority.
(2) A grant of authority to transfer real property held in the
name of the partnership contained in a certified copy of a filed
statement of partnership authority recorded in the office for
recording transfers of that real property is conclusive in favor of a
person who gives value without knowledge to the contrary, so long as
and to the extent that a certified copy of a filed statement
containing a limitation on that authority is not then of record in
the office for recording transfers of that real property. The
recording in the office for recording transfers of that real property
of a certified copy of a filed cancellation of a limitation on
authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of a limitation on
the authority of a partner to transfer real property held in the name
of the partnership if a certified copy of the filed statement
containing the limitation on authority is of record in the office for
recording transfers of that real property.
(f) Except as otherwise provided in subdivisions (d) and (e) and
Sections 16704 and 16805, a person not a partner is not deemed to
know of a limitation on the authority of a partner merely because the
limitation is contained in a filed statement.

16304. A partner or other person named as a partner in a filed
statement of partnership authority or in a list maintained by an
agent pursuant to subdivision (b) of Section 16303 may file a
statement of denial stating the name of the partnership as filed with
the Secretary of State, any identification number issued by the
Secretary of State, and the fact that is being denied, that may
include denial of a person's authority or status as a partner. A
statement of denial is a limitation on authority as provided in
subdivisions (d) and (e) of Section 16303.

16305. (a) A partnership is liable for loss or injury caused to a
person, or for a penalty incurred, as a result of a wrongful act or
omission, or other actionable conduct, of a partner acting in the
ordinary course of business of the partnership or with authority of
the partnership.
(b) If, in the course of the partnership's business or while
acting with authority of the partnership, a partner receives or
causes the partnership to receive money or property of a person not a
partner, and the money or property is misapplied by a partner, the
partnership is liable for the loss.

16306. (a) Except as otherwise provided in subdivisions (b) and
(c), all partners are liable jointly and severally for all
obligations of the partnership unless otherwise agreed by the
claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is
not personally liable for any partnership obligation incurred before
the person's admission as a partner.
(c) Notwithstanding any other section of this chapter, and subject
to subdivisions (d), (e), (f), and (h), a partner in a registered
limited liability partnership is not liable or accountable, directly
or indirectly, including by way of indemnification, contribution,
assessment, or otherwise, for debts, obligations, or liabilities of
or chargeable to the partnership or another partner in the
partnership, whether arising in tort, contract, or otherwise, that
are incurred, created, or assumed by the partnership while the
partnership is a registered limited liability partnership, by reason
of being a partner or acting in the conduct of the business or
activities of the partnership.
(d) Notwithstanding subdivision (c), all or certain specified
partners of a registered limited liability partnership, if the
specified partners agree, may be liable in their capacity as partners
for all or specified debts, obligations, or liabilities of the
registered limited liability partnership if the partners possessing a
majority of the interests of the partners in the current profits of
the partnership, or a different vote as may be required in the
partnership agreement, specifically agreed to the specified debts,
obligations, or liabilities in writing, prior to the debt,
obligation, or liability being incurred. That specific agreement may
be modified or revoked if the partners possessing a majority of the
interests of the partners in the current profits of the partnership,
or a different vote as may be required in the partnership agreement,
agree to the modification or revocation in writing; provided,
however, that a modification or revocation shall not affect the
liability of a partner for any debts, obligations, or liabilities of
a registered limited liability partnership incurred, created, or
assumed by the registered limited liability partnership prior to the
modification or revocation.
(e) Nothing in subdivision (c) shall be construed to affect the
liability of a partner of a registered limited liability partnership
to third parties for that partner's tortious conduct.
(f) The limitation of liability in subdivision (c) shall not apply
to claims based upon acts, errors, or omissions arising out of the
rendering of professional limited liability partnership services of a
registered limited liability partnership providing legal services
unless that partnership has a currently effective certificate of
registration issued by the State Bar.
(g) A partner in a registered limited liability partnership is not
a proper party to a proceeding by or against a registered limited
liability partnership in which personal liability for partnership
debts, obligations, or liabilities is asserted against the partner,
unless that partner is personally liable under subdivision (d) or
(e).
(h) Nothing in this section shall affect or impair the ability of
a partner to act as a guarantor or surety for, provide collateral for
or otherwise be liable for, the debts, obligations, or liabilities
of a registered limited liability partnership.

16307. (a) A partnership may sue and be sued in the name of the
partnership.
(b) Except as otherwise provided in subdivision (g) of Section
16306, an action may be brought against the partnership and any or
all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment
against a partner. A judgment against a partnership may not be
satisfied from a partner's assets unless there is also a judgment
against the partner.
(d) A judgment creditor of a partner may not levy execution
against the assets of the partner to satisfy a judgment based on a
claim against the partnership unless any of the following apply:
(1) A judgment based on the same claim has been obtained against
the partnership and a writ of execution on the judgment has been
returned unsatisfied in whole or in part.
(2) The partnership is a debtor in bankruptcy.
(3) The partner has agreed that the creditor need not exhaust
partnership assets.
(4) A court grants permission to the judgment creditor to levy
execution against the assets of a partner based on a finding that
partnership assets subject to execution are clearly insufficient to
satisfy the judgment, that exhaustion of partnership assets is
excessively burdensome, or that the grant of permission is an
appropriate exercise of the court's equitable powers.
(5) Liability is imposed on the partner by law or contract
independent of the existence of the partnership.
(e) This section applies to any partnership liability or
obligation resulting from a representation by a partner or purported
partner under Section 16308.

16308. Except with respect to registered limited liability
partnerships and foreign limited liability partnerships:
(a) If a person, by words or conduct, purports to be a partner, or
consents to being represented by another as a partner, in a
partnership or with one or more persons not partners, the purported
partner is liable to a person to whom the representation is made, if
that person, relying on the representation, enters into a transaction
with the actual or purported partnership. If the representation,
either by the purported partner or by a person with the purported
partner's consent, is made in a public manner, the purported partner
is liable to a person who relies upon the purported partnership even
if the purported partner is not aware of being held out as a partner
to the claimant. If partnership liability results, the purported
partner is liable with respect to that liability as if the purported
partner were a partner. If no partnership liability results, the
purported partner is liable with respect to that liability jointly
and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing
partnership, or with one or more persons not partners, the purported
partner is an agent of persons consenting to the representation to
bind them to the same extent and in the same manner as if the
purported partner were a partner, with respect to persons who enter
into transactions in reliance upon the representation. If all of the
partners of the existing partnership consent to the representation, a
partnership act or obligation results. If fewer than all of the
partners of the existing partnership consent to the representation,
the person acting and the partners consenting to the representation
are jointly and severally liable.
(c) A person is not liable as a partner merely because the person
is named by another in a statement of partnership authority.
(d) A person does not continue to be liable as a partner merely
because of a failure to file a statement of dissociation or to amend
a statement of partnership authority to indicate the partner's
dissociation from the partnership.
(e) Except as otherwise provided in subdivisions (a) and (b),
persons who are not partners as to each other are not liable as
partners to other persons.

16309. (a) The statement of partnership authority may designate an
agent for service of process. The agent may be an individual residing
in this state or a corporation that has complied with Section 1505
and whose capacity to act as an agent has not terminated. If an
individual is designated, the statement shall include that person's
complete business or residence address in this state.
(b) An agent designated for service of process may file with the
Secretary of State a signed and acknowledged written statement of
resignation as an agent. On filing of the statement of resignation,
the authority of the agent to act in that capacity shall cease and
the Secretary of State shall give written notice of the filing of the
statement of resignation by mail to the partnership, addressed to
its principal executive office.
(c) If an individual who has been designated agent for service of
process dies or resigns or no longer resides in the state, or if the
corporate agent for that purpose resigns, dissolves, withdraws from
the state, forfeits its right to transact intrastate business, has
its corporate rights, powers, and privileges suspended, or ceases to
exist, the partnership or foreign partnership shall promptly file an
amended statement of partnership authority, designating a new agent.

16310. (a) If a partnership has designated an agent for service of
process, process may be served on the partnership as provided in this
section and in Chapter 4 (commencing with Section 413.10) of Title 5
of Part 2 of the Code of Civil Procedure.
(b) Personal service of a copy of any process against the
partnership by delivery to an individual designated by it as agent,
or if the designated agent is a corporation, to a person named in the
latest certificate of the corporate agent filed pursuant to Section
1505 at the office of the corporate agent, shall constitute valid
service on the partnership.
(c) No change in the address of the agent for service of process
or appointment of a new agent for service of process shall be
effective until an amendment to the statement of partnership
authority is filed.
(d) (1) If an agent for service of process has resigned and has
not been replaced, or if the designated agent cannot with reasonable
diligence be found at the address designated for personal delivery of
the process, and it is shown by affidavit to the satisfaction of the
court that process against a partnership 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, the
court may make an order that the service shall be made on a
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
the service. Service in this manner shall be deemed complete on the
10th day after delivery of the process to the Secretary of State.
(2) Upon receipt of the copy of process and the fee for service,
the Secretary of State shall give notice of the service of the
process to the partnership, at its principal executive office, by
forwarding to that office, by registered mail with request for return
receipt, the copy of the process.
(3) The Secretary of State shall keep a record of all process
served on the Secretary of State under this section and shall record
therein the time of service and the action taken by the Secretary of
State. A certificate under the Secretary of State's official seal,
certifying to the receipt of process, the giving of notice to the
partnership, and the forwarding of the process pursuant to this
section, shall be competent and prima facie evidence of the service
of process.