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Corporations Code - CORP - CORP § 15909.06

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 deliver to, and on a form prescribed by, the Secretary of State an amendment to t

Corporations Code - CORP - CORP § 15909.07

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 certificate of cancellation containing the name of the foreign limited partners

Corporations Code - CORP - CORP § 15909.08

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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.

Corporations Code - CORP - CORP § 15910.01

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 partnership’s activities, to enforce the rights and otherwise protect the interests of

Corporations Code - CORP - CORP § 15910.02

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 to bring an action to enforce the right, and the general partners do not bring

Corporations Code - CORP - CORP § 15910.03

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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) whose status as a partner devolved upon the person by operation of law or pursuant

Corporations Code - CORP - CORP § 15910.04

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 futile.

Corporations Code - CORP - CORP § 15910.05

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 not to the derivative plaintiff; (2) if the derivative plaintiff receives any of t

Corporations Code - CORP - CORP § 15910.06

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 an order, upon notice and hearing, requiring the plaintiff to furnish a bond as

Corporations Code - CORP - CORP § 15911.01

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 a conversion of a domestic limited partnership under this chapter. (b) “Converte

Corporations Code - CORP - CORP § 15911.02

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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) Pursuant to a conversion into a domestic or foreign partnership or limited liab

Corporations Code - CORP - CORP § 15911.03

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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. The plan of conversion shall state all of the following: (1) The terms and conditions of the conve

Corporations Code - CORP - CORP § 15911.04

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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) The plan of conversion is approved by the partners of the converting limited partn

Corporations Code - CORP - CORP § 15911.05

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 15911.02. (b) If the limited partnership is converting into a foreign limited partnership or foreign other business entity, tho

Corporations Code - CORP - CORP § 15911.06

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 completed on the articles of organization for the converted entity and shall be f

Corporations Code - CORP - CORP § 15911.07

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 of the state or place in which the limited partnership or other business entity

Corporations Code - CORP - CORP § 15911.08

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 entity is authorized by the laws under which it is organized to effect the conversio

Corporations Code - CORP - CORP § 15911.09

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 10.20 (commencing with Section 18401) of, and Part 11 (commencing with Section 23001) of, Division 2 of t

Corporations Code - CORP - CORP § 15911.10

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 15911.10

Mergers of limited partnerships shall be governed by Sections 15911.11 to 15911.19, inclusive.

Corporations Code - CORP - CORP § 15911.11

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 15911.11

The following entities may be merged pursuant to this article: (a) Two or more limited partnerships into one limited partnership. (b) One or more limited partnerships and one or more other business entities into one of those other business entities. (c) One or more limited partne

Corporations Code - CORP - CORP § 15911.12

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 15911.12

(a) Each limited partnership and other business entity that desires to merge shall approve an agreement of merger. The agreement of merger shall be approved by all general partners of each constituent limited partnership and the principal terms of the merger shall be approved by

Corporations Code - CORP - CORP § 15911.13

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 15911.13

Subdivision (b) of Section 15911.12 shall not apply to any transaction if the commissioner has approved the terms and conditions of the transaction and the fairness of such terms and conditions pursuant to Section 25142.

Corporations Code - CORP - CORP § 15911.14

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 merger by the constituent limited partnerships and any constituent other business ent

Corporations Code - CORP - CORP § 15911.15

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 15911.14, in which event the merger shall be effective at that future effective date or time, a merger sha

Corporations Code - CORP - CORP § 15911.16

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 other business entities ceases and the surviving limited partnership or survivi