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Corporations Code - CORP - CORP § 16805

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 number issued by the Secretary of State, and that the partnership has dissolved and

Corporations Code - CORP - CORP § 16806

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 other partners for the partner’s share of any partnership liability incurred under

Corporations Code - CORP - CORP § 16807

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 creditors, including, to the extent permitted by law, partners who are creditors. Any

Corporations Code - CORP - CORP § 169

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 169

“Filed”, unless otherwise expressly provided, means filed in the office of the Secretary of State.

Corporations Code - CORP - CORP § 16901

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 includes a surviving other business entity. (2) “Constituent partnership” means a par

Corporations Code - CORP - CORP § 16902

statute | California | California Legislative Counsel

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

Corporations Code - CORP - CORP § 16903

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16903

(a) A partnership that desires to convert to a domestic or foreign other business entity shall approve a plan of conversion. The plan of conversion shall state the following: (1) The terms and conditions of the conversion. (2) The place of the organization of the converted entity

Corporations Code - CORP - CORP § 16904

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 partners of the converting partnership as provided in Section 16903. (2) The filin

Corporations Code - CORP - CORP § 16905

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16905

(a) The conversion of a partnership into a foreign other business entity shall comply with Section 16902. (b) If the partnership is converting into a foreign other business entity, then the conversion proceedings shall be in accordance with the laws of the state or place of organ

Corporations Code - CORP - CORP § 16906

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 partnership, limited liability company, or corporation, the certificate of limited part

Corporations Code - CORP - CORP § 16907

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 place in which the other business entity was organized, and the laws of the sta

Corporations Code - CORP - CORP § 16908

statute | California | California Legislative Counsel

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

Corporations Code - CORP - CORP § 16909

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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. (b) When a conversion takes effect, all of the following apply: (1) All the rights and property, whether real, personal, or mixed, of t

Corporations Code - CORP - CORP § 16910

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16910

(a) The following entities may be merged pursuant to this article: (1) Two or more partnerships into one partnership. (2) One or more partnerships and one or more other business entities into one of those other business entities. (3) One or more partnerships, other than a limited

Corporations Code - CORP - CORP § 16911

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16911

(a) Each partnership and other business entity which desires to merge shall approve an agreement of merger. The agreement of merger shall be approved by the number or percentage of partners specified for merger in the partnership agreement of the constituent partnership. If the p

Corporations Code - CORP - CORP § 16912

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 the future effective date or time: (1) A merger in which no domestic other busi

Corporations Code - CORP - CORP § 16913

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16913

(a) The merger of any number of domestic partnerships with any number of foreign partnerships or foreign other business entities shall be required to comply with Section 16910. (b) If the surviving entity is a domestic partnership or a domestic other business entity, the merger p

Corporations Code - CORP - CORP § 16914

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16914

(a) When a merger takes effect, all of the following apply: (1) The separate existence of the disappearing partnerships and disappearing other business entities ceases and the surviving partnership or surviving other business entity shall succeed, without other transfer, act, or

Corporations Code - CORP - CORP § 16915

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16915

(a) In a merger involving a domestic partnership, in which another partnership or a foreign other business entity is a party, but in which no other domestic other business entity is a party, the surviving partnership or surviving foreign other business entity may file with the Se

Corporations Code - CORP - CORP § 16915.5

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16915.5

(a) Upon merger pursuant to this article, a surviving domestic or foreign partnership or other business entity shall be deemed to have assumed the liability of each disappearing domestic or foreign partnership or other business entity that is taxed under Part 10 (commencing with

Corporations Code - CORP - CORP § 16916

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16916

(a) Whenever a domestic or foreign partnership or other business entity having any real property in this state merges with another partnership or other business entity pursuant to the laws of this state or of the state or place in which any constituent partnership or constituent

Corporations Code - CORP - CORP § 16917

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16917

This article is not exclusive. Partnerships, other than limited liability partnerships, may be converted or merged in any other manner provided by law.

Corporations Code - CORP - CORP § 16951

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16951

For purposes of this chapter, the only types of limited liability partnerships that shall be recognized are a registered limited liability partnership and a foreign limited liability partnership, as defined in Section 16101. No registered limited liability partnership or foreign

Corporations Code - CORP - CORP § 16952

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16952

The name of a registered limited liability partnership shall contain the words “Registered Limited Liability Partnership” or “Limited Liability Partnership” or one of the abbreviations “L.L.P.,” “LLP,” “R.L.L.P.,” or “RLLP” as the last words or letters of its name.

Corporations Code - CORP - CORP § 16953

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 16953

(a) To become a registered limited liability partnership, a partnership, other than a limited partnership, shall file with the Secretary of State a registration, executed by one or more partners authorized to execute a registration, stating all of the following: (1) The name of t