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Corporations Code - CORP - CORP § 15901.03
Corporations Code - CORP - CORP § 15901.03
(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; (3) has reason to know it exists from all of the facts known to the person at the time in question; or (4)
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Corporations Code - CORP - CORP § 15901.04
Corporations Code - CORP - CORP § 15901.04
(a) A limited partnership is an entity distinct from its partners. (b) A limited partnership may be organized under this chapter for any lawful purpose. A limited partnership may engage in any lawful business activity, whether or not for profit, except the banking business, the b
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Corporations Code - CORP - CORP § 15901.05
Corporations Code - CORP - CORP § 15901.05
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the part
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Corporations Code - CORP - CORP § 15901.06
Corporations Code - CORP - CORP § 15901.06
The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
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Corporations Code - CORP - CORP § 15901.07
Corporations Code - CORP - CORP § 15901.07
(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.
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Corporations Code - CORP - CORP § 15901.08
Corporations Code - CORP - CORP § 15901.08
(a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership shall contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” at the end of its name. (c) The name of a foreign limited liability limited partnersh
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Corporations Code - CORP - CORP § 15901.09
Corporations Code - CORP - CORP § 15901.09
(a) The exclusive right to the use of a name that complies with Section 15901.08 may be reserved by: (1) a person intending to organize a limited partnership under this chapter and to adopt the name; (2) a limited partnership or a foreign limited partnership authorized to transac
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Corporations Code - CORP - CORP § 15901.10
Corporations Code - CORP - CORP § 15901.10
(a) Except as otherwise provided in subdivision (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners
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Corporations Code - CORP - CORP § 15901.11
Corporations Code - CORP - CORP § 15901.11
A limited partnership shall maintain at its principal office the following information: (a) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners
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Corporations Code - CORP - CORP § 15901.12
Corporations Code - CORP - CORP § 15901.12
A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
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Corporations Code - CORP - CORP § 15901.13
Corporations Code - CORP - CORP § 15901.13
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general
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Corporations Code - CORP - CORP § 15901.14
Corporations Code - CORP - CORP § 15901.14
(a) A limited partnership shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in this state; and (2) an agent for service of process. (b) A foreign limited partnership shall designate and continuously maintain in this
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Corporations Code - CORP - CORP § 15901.15
Corporations Code - CORP - CORP § 15901.15
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact.
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Corporations Code - CORP - CORP § 15901.16
Corporations Code - CORP - CORP § 15901.16
(a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be served upon limited partnerships and foreign limited partnerships as provided in this section. (b) Personal service of a copy of any process against t
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Corporations Code - CORP - CORP § 15901.17
Corporations Code - CORP - CORP § 15901.17
(a) A partner may, in a written partnership agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a specified jurisdiction, or the exclusive jurisdiction of the courts of this state. (b) If a partner desires to use the arbitration pro
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Corporations Code - CORP - CORP § 15902.01
Corporations Code - CORP - CORP § 15902.01
(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 p
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Corporations Code - CORP - CORP § 15902.02
Corporations Code - CORP - CORP § 15902.02
(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 ch
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Corporations Code - CORP - CORP § 15902.03
Corporations Code - CORP - CORP § 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 the limited partnership and the Secretary of State’s file number; (2) the date o
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Corporations Code - CORP - CORP § 15902.04
Corporations Code - CORP - CORP § 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 general partners listed in the certificate. (2) An amendment designating as gene
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Corporations Code - CORP - CORP § 15902.05
Corporations Code - CORP - CORP § 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 order: (1) the person to sign the record; (2) deliver the record to the Secreta
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Corporations Code - CORP - CORP § 15902.06
Corporations Code - CORP - CORP § 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 State, and be delivered to the Secretary of State. Unless the Secretary of State det
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Corporations Code - CORP - CORP § 15902.07
Corporations Code - CORP - CORP § 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 partnership or foreign limited partnership and the Secretary of State’s file number
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Corporations Code - CORP - CORP § 15902.08
Corporations Code - CORP - CORP § 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 information may recover damages for the loss from: (1) a person that signed the record,
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Corporations Code - CORP - CORP § 15902.09
Corporations Code - CORP - CORP § 15902.09
(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
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Corporations Code - CORP - CORP § 15903.01
Corporations Code - CORP - CORP § 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 15911.01); or (c) with the consent of all the partners.