California

Corporations Code

2,433 sections, each with the official text and a plain-English explanation of what it means for you.

• § 15902.03 — 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
• § 15902.04 — (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
• § 15902.05 — (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
• § 15902.06 — (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 Stat
• § 15902.07 — (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 par
• § 15902.08 — (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 informat
• § 15902.09 — (a) A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to Section 15902.
• § 15903.01 — A person becomes a limited partner: (a) as provided in the partnership agreement; (b) as the result of a conversion or merger under Article 11 (commencing with Section 15911.
• § 15903.02 — A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
• § 15903.03 — (a) A limited partner is not liable for any obligation of a limited partnership unless named as a general partner in the certificate or, in addition to exercising the rights and powers of a limited pa
• § 15903.04 — (a) On 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy any information required to be maintained pursuant to Section 15901.
• § 15903.05 — (a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
• § 15903.06 — (a) Except as otherwise provided in subdivision (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner
• § 15903.07 — (a) The partnership agreement may provide for the creation of classes of limited partners.
• § 15904.01 — A person becomes a general partner: (a) as provided in the partnership agreement: (b) under paragraph (2) of subdivision (c) of Section 15908.
• § 15904.02 — (a) Each general partner is an agent of the limited partnership for the purposes of its activities.
• § 15904.03 — (a) A limited 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 general partner actin
• § 15904.04 — (a) Except as otherwise provided in subdivision (b), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or pro
• § 15904.05 — (a) To the extent not inconsistent with Section 15904.
• § 15904.06 — (a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities.
• § 15904.07 — (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited partnership’s principal office, require
• § 15904.08 — (a) The fiduciary duties that a general partner owes to the limited partnership and the other partners are the duties of loyalty and care under subdivisions (b) and (c).
• § 15904.09 — (a) A partnership agreement may provide for the creation of classes of general partners.
• § 15905.01 — A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contr
• § 15905.02 — (a) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner’s death, disability, or other inab
• § 15905.03 — A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of
• § 15905.035 — The profits and losses of a limited partnership shall be allocated among the partners in the manner provided in the partnership agreement.
• § 15905.04 — A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
• § 15905.05 — A person does not have a right to receive a distribution on account of dissociation.
• § 15905.06 — A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash.
• § 15905.07 — When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnershi
• § 15905.08 — (a) A limited partnership may not make a distribution in violation of the partnership agreement.
• § 15905.09 — (a) A general partner that consents to a distribution made in violation of Section 15905.
• § 15906.01 — (a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership.
• § 15906.02 — (a) Upon a person’s dissociation as a limited partner: (1) subject to Section 15907.
• § 15906.03 — A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (a) the limited partnership’s having notice of the person’s express will to
• § 15906.04 — (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to subdivision (a) of Section 15906.
• § 15906.05 — (a) Upon a person’s dissociation as a general partner all of the following apply: (1) The person’s right to participate as a general partner in the management and conduct of the partnership’s activiti
• § 15906.06 — (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 11 (commencing with Section 15911.
• § 15906.07 — (a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation.
• § 15907.01 — The only interest of a partner which is transferable is the partner’s transferable interest.
• § 15907.02 — (a) A transfer, in whole or in part, of a partner’s transferable interest: (1) is permissible; (2) does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited pa
• § 15907.03 — (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the u
• § 15907.04 — If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in Section 15907.
• § 15908.01 — Except as otherwise provided in Section 15908.
• § 15908.02 — (a) On application by a partner, a court of competent jurisdiction may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partners
• § 15908.03 — (a) A limited partnership continues after dissolution only for the purpose of winding up its activities.
• § 15908.04 — (a) A limited partnership is bound by a general partner’s act after dissolution which: (1) is appropriate for winding up the limited partnership’s activities; or (2) would have bound the limited partn
• § 15908.05 — (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subdivision (a) of Section 15908.
• § 15908.06 — (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subdivision (b).
• § 15908.07 — (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
• § 15908.08 — If a claim against a dissolved limited partnership is barred under Section 15908.
• § 15908.09 — (a) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s
• § 15909.01 — (a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners a
• § 15909.02 — (a) A foreign limited partnership may apply for a certificate of registration to transact business in this state by delivering an application signed and acknowledged by a general partner of the foreig
• § 15909.03 — (a) Activities of a foreign limited partnership that do not constitute transacting business in this state for registration purposes within the meaning of this article include the activities set forth
• § 15909.04 — Unless the Secretary of State determines that an application for a certificate of registration does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all
• § 15909.05 — (a) A foreign limited partnership whose name does not comply with Section 15901.
• § 15909.06 — If any statement in the application for registration of a foreign limited partnership was false when made or any statements made have become erroneous, the foreign limited partnership shall promptly d
• § 15909.07 — (a) In order to cancel its certificate of registration to transact business in this state, a foreign limited partnership must deliver to and on a form prescribed by the Secretary of State for filing a
• § 15909.08 — The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.
• § 15910.01 — (a) Subject to subdivision (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partner
• § 15910.02 — A partner may bring a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership
• § 15910.03 — (a) A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that was a partner when the conduct giving rise to action occurred; or (2) who
• § 15910.04 — In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff’s demand and the general partners’ response to the demand; or (2) why demand is excused as fu
• § 15910.05 — (a) Except as otherwise provided in subdivision (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and no
• § 15910.06 — (a) In any derivative action, at any time within 30 days after service of summons upon the limited partnership or the general partner, the limited partnership or general partner may move the court for
• § 15911.01 — For purposes of this article, the following definitions apply: (a) “Converted entity” means the other business entity or foreign other business entity or foreign limited partnership that results from
• § 15911.02 — (a) A limited partnership may be converted into another business entity or a foreign other business entity or a foreign limited partnership pursuant to this article if both of the following apply: (1)
• § 15911.03 — (a) A limited partnership that desires to convert to an other business entity or a foreign other business entity or a foreign limited partnership shall approve a plan of conversion.
• § 15911.04 — (a) A conversion into an other business entity or a foreign other business entity or a foreign limited partnership shall become effective upon the earliest date that all of the following occur: (1) Th
• § 15911.05 — (a) The conversion of a limited partnership into a foreign limited partnership or foreign other business entity shall be required to comply with Section 15911.
• § 15911.06 — (a) Upon conversion of a limited partnership, one of the following applies: (1) If the limited partnership is converting into a domestic limited liability company, a statement of conversion shall be c
• § 15911.07 — (a) Whenever a limited partnership or other business entity having any real property in this state converts into a limited partnership or an other business entity pursuant to the laws of this state or
• § 15911.08 — (a) An other business entity or a foreign other business entity or a foreign limited partnership may be converted to a domestic limited partnership pursuant to this article only if the converting enti
• § 15911.09 — (a) An entity that converts into another entity pursuant to this article is, for all purposes, other than for the purposes of Part 10 (commencing with Section 17001) of, Part 10.
• § 15911.10 — Mergers of limited partnerships shall be governed by Sections 15911.
• § 15911.11 — The following entities may be merged pursuant to this article: (a) Two or more limited partnerships into one limited partnership.
• § 15911.12 — (a) Each limited partnership and other business entity that desires to merge shall approve an agreement of merger.
• § 15911.13 — Subdivision (b) of Section 15911.
• § 15911.14 — (a) If the surviving entity is a limited partnership or an other business entity, other than a corporation in a merger in which a domestic corporation is a constituent party, after approval of a merge
• § 15911.15 — (a) Unless a future effective date or time is provided in a certificate of merger or the agreement of merger, if an agreement of merger is required to be filed under Section 15911.
• § 15911.16 — (a) Upon a merger of limited partnerships or limited partnerships and other business entities pursuant to this chapter, the separate existence of the disappearing limited partnerships and disappearing
• § 15911.17 — (a) The merger of any number of domestic limited partnerships with any number of foreign limited partnerships or foreign other business entities shall be required to comply with Section 15911.
• § 15911.18 — Whenever a domestic or foreign limited partnership or other business entity having any real property in this state merges with another limited partnership or other business entity pursuant to the laws
• § 15911.19 — Recording of the certificate of merger in accordance with Section 15911.
• § 15911.20 — (a) For purposes of this article, “reorganization” refers to any of the following: (1) A conversion pursuant to Article 11 (commencing with Section 15911.
• § 15911.21 — (a) If the approval of outstanding limited partnership interests is required for a limited partnership to participate in a reorganization, pursuant to the limited partnership agreement of the partners
• § 15911.22 — (a) If limited partners have a right under Section 15911.
• § 15911.23 — Within 30 days after the date on which notice of the approval of the outstanding interests of the limited partnership is mailed to the limited partner pursuant to subdivision (a) of Section 15911.
• § 15911.24 — (a) If the limited partnership and the dissenting limited partner agree that such limited partner’s interest is a dissenting interest and agree upon the price to be paid for the dissenting interest, t
• § 15911.25 — (a) If the limited partnership denies that a limited partnership interest is a dissenting interest, or the limited partnership and a dissenting limited partner fail to agree upon the fair market value
• § 15911.26 — (a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding limited partnership interests of the limited partn
• § 15911.27 — To the extent that the payment to dissenting limited partners of the fair market value of their dissenting interests would require the dissenting limited partners to return such payment or a portion t
• § 15911.28 — Any cash distributions made by a limited partnership to a dissenting limited partner after the date of consummation of the reorganization, but prior to any payment by the limited partnership for such
• § 15911.29 — Except as expressly limited by this article, dissenting limited partners shall continue to have all the rights and privileges incident to their interests immediately prior to the reorganization, inclu
• § 15911.30 — A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting limited partner and ceases to be entitled to require the limited partnership to purchas
• § 15911.31 — If litigation is instituted to test the sufficient or regularity of the vote or consent of the limited partners in authorizing a reorganization, any proceedings under Sections 15911.
• § 15911.32 — (a) This article applies to the following: (1) A domestic limited partnership formed on or after January 1, 1991.
• § 15911.33 — (a) No limited partner of a limited partnership who has a right under this article to demand payment of cash for the interest owned by such limited partner in a limited partnership shall have any righ
• § 15912.01 — In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
• § 15912.02 — 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 which can be given ef
• § 15912.03 — This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.
• § 15912.04 — This chapter shall become operative on January 1, 2008.
• § 15912.06 — (a) Before January 1, 2010, this chapter governs only: (1) a limited partnership formed on or after January 1, 2008; and (2) except as otherwise provided in subdivisions (c) and (d), a limited partner
• § 15912.07 — This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter becomes operative.
• § 16 — “Oath” includes affirmation.
• § 160 — (a) Except as provided in subdivision (b), “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation.
• § 1600 — (a) A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of a corporation or who hold at least 1 percent of those voting shares and have filed a S
• § 1601 — (a) (1) The accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any domestic corporation, and of any foreign corporation keeping any
• § 1602 — Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of whic
• § 1603 — (a) Upon refusal of a lawful demand for inspection, the superior court of the proper county, may enforce the right of inspection with just and proper conditions or may, for good cause shown, appoint o
• § 1604 — In any action or proceeding under Section 1600 or Section 1601, if the court finds the failure of the corporation to comply with a proper demand thereunder was without justification, the court may awa
• § 1605 — If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless and until the corporation at its expense makes such
• § 161 — “Constituent corporation” means a corporation which is merged with or into one or more other corporations or one or more other business entities and includes a surviving corporation.
• § 161.5 — “Constituent limited partnership” means a limited partnership which is merged with one or more corporations and includes the surviving limited partnership.
• § 161.7 — “Constituent other business entity” means an other business entity that is merged with or into one or more corporations and includes the surviving other business entity.
• § 161.9 — “Conversion” means a conversion pursuant to Chapter 11.
• § 16100 — This chapter may be cited as the Uniform Partnership Act of 1994.
• § 16101 — (a) As used in this chapter, the following terms and phrases have the following meanings: (1) “Business” includes every trade, occupation, and profession.
• § 16102 — (a) A person knows a fact if the person has actual knowledge of it.
• § 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.
• § 16104 — (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
• § 16105 — (a) A statement may be filed in the office of the Secretary of State.
• § 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 principal office governs relations among the partners
• § 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 c
• § 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
• § 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 eff
• § 16111 — (a) Except as provided in Section 16955.
• § 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).
• § 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 pur
• § 162 — “Corporation”, unless otherwise expressly provided, refers only to a corporation organized under this division or a corporation subject to this division under the provisions of subdivision (a) of Sect
• § 16201 — A partnership is an entity distinct from its partners.
• § 16202 — (a) Except as otherwise provided in subdivision (b), the association of two or more persons to carry on as coowners a business for profit forms a partnership, whether or not the persons intend to form
• § 16203 — Property acquired by a partnership is property of the partnership and not of the partners individually.
• § 16204 — (a) Property is partnership property if acquired in the name of either of the following: (1) The partnership.
• § 163 — “Corporation subject to the Banking Law” (Division 1.
• § 163.1 — For purposes of subdivision (b) of Section 500 and subdivision (b) of Section 506, “cumulative dividends in arrears” means only cumulative dividends that have not been paid as required on a scheduled
• § 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.
• § 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
• § 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.
• § 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 deni
• § 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 ordinar
• § 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 b
• § 16307 — (a) A partnership may sue and be sued in the name of the partnership.
• § 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 repres
• § 16309 — (a) The statement of partnership authority may designate an agent for service of process.
• § 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.
• § 164 — “Directors” means natural persons designated in the articles as such or elected by the incorporators and natural persons designated, elected or appointed by any other name or title to act as directors
• § 16401 — (a) Each partner is deemed to have an account that is subject to both of the following: (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any li
• § 16402 — A partner has no right to receive, and may not be required to accept, a distribution in kind.
• § 16403 — (a) A partnership shall keep its books and records, if any, in writing or in any other form capable of being converted into clearly legible tangible form, at its principal office.
• § 16404 — (a) The fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subdivisions (b) and (c).
• § 16405 — (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
• § 16406 — (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties
• § 165 — “Disappearing corporation” means a constituent corporation which is not the surviving corporation.
• § 165.5 — “Disappearing limited partnership” means a constituent limited partnership which is not the surviving limited partnership.
• § 16501 — A partner is not a coowner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.
• § 16502 — The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions.
• § 16503 — (a) A transfer, in whole or in part, of a partner’s transferable interest in the partnership is permissible.
• § 16504 — (a) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment.
• § 166 — “Distribution to its shareholders” means the transfer of cash or property by a corporation to its shareholders without consideration, whether by way of dividend or otherwise, except a dividend in shar
• § 16601 — A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership’s having notice of the partner’s express will to withdraw as a partner or on a later
• § 16602 — (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to paragraph (1) of Section 16601.
• § 16603 — Upon a partner’s dissociation, all of the following apply: (1) The partner’s right to participate in the management and conduct of the partnership business terminates.
• § 167 — “Domestic corporation” means a corporation formed under the laws of this state.
• § 167.3 — “Domestic limited liability company” means a limited liability company as defined in subdivision (t) of Section 17000.
• § 167.5 — “Domestic limited partnership” means any limited partnership formed under the laws of this state.
• § 167.7 — “Domestic other business entity” means an other business entity organized under the laws of this state.
• § 167.8 — “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity.
• § 16701 — Except as provided in Section 16701.
• § 16701.5 — (a) Section 16701 shall not apply to any dissociation that occurs within 90 days prior to a dissolution under Section 16801.
• § 16702 — (a) For two years after a partner dissociates, the partnership, including a surviving partnership under Article 9 (commencing with Section 16901), is bound by an act of the dissociated partner that wo
• § 16703 — (a) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation.
• § 16704 — (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership as filed with the Secretary of State, any identification number issued by the Secr
• § 16705 — Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of th
• § 168 — “Equity security” in Sections 181, 1001, 1113, 1200, and 1201 means any share or membership of a domestic or foreign corporation; any partnership interest, membership interest, or equivalent equity in
• § 16801 — A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, by the express will to dissolve and wind up the p
• § 16802 — (a) Subject to subdivision (b), a partnership continues after dissolution only for the purpose of winding up its business.
• § 16803 — (a) After dissolution, a partner who has not dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative, or transferee, the
• § 16804 — Subject to Section 16805, a partnership is bound by a partner’s act after dissolution that is either of the following: (1) Appropriate for winding up the partnership business.
• § 16805 — (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership as filed with the Secretary of State, any identification num
• § 16806 — (a) Except as otherwise provided in subdivision (b) and except for registered limited liability partnerships and foreign limited liability partnerships, after dissolution a partner is liable to the ot
• § 16807 — (a) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to credit
• § 169 — “Filed”, unless otherwise expressly provided, means filed in the office of the Secretary of State.
• § 16901 — In this article, the following terms have the following meanings: (1) “Constituent other business entity” means any other business entity that is merged with or into one or more partnerships and inclu
• § 16902 — (a) A partnership, other than a registered limited liability partnership, may be converted into a domestic other business entity or a foreign other business entity pursuant to this article if, (1) pur
• § 16903 — (a) A partnership that desires to convert to a domestic or foreign other business entity shall approve a plan of conversion.
• § 16904 — (a) A conversion into a domestic other business entity shall become effective upon the earliest date that all of the following shall have occurred: (1) The approval of the plan of conversion by the pa
• § 16905 — (a) The conversion of a partnership into a foreign other business entity shall comply with Section 16902.
• § 16906 — (a) If the converting partnership has filed a statement of partnership authority under Section 16303 that is effective at the time of the conversion, then upon conversion to a domestic limited partner
• § 16907 — (a) Whenever a partnership or other business entity having any real property in this state converts into a partnership or an other business entity pursuant to the laws of this state or of the state or
• § 16908 — (a) A domestic limited partnership, limited liability company, or corporation, or a foreign other business entity may be converted to a domestic partnership pursuant to this article, but only if the c
• § 16909 — (a) An entity that converts into another entity pursuant to this article is for all purposes the same entity that existed before the conversion.
• § 16910 — (a) The following entities may be merged pursuant to this article: (1) Two or more partnerships into one partnership.
• § 16911 — (a) Each partnership and other business entity which desires to merge shall approve an agreement of merger.
• § 16912 — (a) Unless a future effective date or time is provided in a certificate of merger if a certificate of merger is required to be filed under Section 16915 in which event the merger shall be effective at