Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
This chapter may be cited as the Uniform Partnership Act of 1994.
Article 1 - General Provisions
California Corporations Code — §§ 16100-16114
Sections (14)
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
(a)A person knows a fact if the person has actual knowledge of it.
(b)A person has notice of a fact if any of the following apply:
(1)The person knows of it.
(2)The person has received a notification of it.
(3)The person has reason to know it exists from all of the facts known to the person at the time in question.
(4)Subdivision (f) of Section 16953 or subdivision (f) of Section 16959 as applicable.
(c)A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows of it.
(d)A person receives a notification when either of the following apply:
(1)The person knows of the notification.
(2)The notification is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(e)Except as otherwise provided in subdivision (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f)A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
(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. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b)The partnership agreement may not do any of the following:
(1)Vary the rights and duties under Section 16105 except to eliminate the duty to provide copies of statements to all of the partners.
(2)Unreasonably restrict the right of access to books and records under subdivision (b) of Section 16403, or the right to be furnished with information under subdivision (c) of Section 16403.
(3)Eliminate the duty of loyalty under subdivision (b) of Section 16404 or paragraph (3) of subdivision (b) of Section 16603, but, if not manifestly unreasonable, may do either of the following:
(A)The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty.
(B)All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
(4)Unreasonably reduce the duty of care under subdivision (c) of Section 16404 or paragraph (3) of subdivision (b) of Section 16603.
(5)Eliminate the obligation of good faith and fair dealing under subdivision (d) of Section 16404, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable.
(6)Vary the power to dissociate as a partner under subdivision (a) Section 16602, except to require the notice under paragraph (1) of Section 16601 to be in writing.
(7)Vary the right of a court to expel a partner in the events specified in paragraph (5) of Section 16601.
(8)Vary the requirement to wind up the partnership business in cases specified in paragraph (4), (5), or (6) of Section 16801.
(9)Restrict rights of third parties under this chapter.
(10)Vary the law applicable to a registered limited liability partnership under subdivision (b) of Section 16106.
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
(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.
Amended by Stats. 2022, Ch. 617, Sec. 100. (SB 1202) Effective January 1, 2023.
(a)A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.
(b)A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office
of the Secretary of State does not have the effect provided for recorded
statements in this chapter.
(c)A statement filed by a partnership shall be executed by at least two partners. Other statements shall be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(d)A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e)A person who files a statement pursuant to
this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(f)The Secretary of State may collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement.
(g)The Secretary of State may cancel a statement, including a statement effecting a conversion, if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Within 90 days of receiving written notification that the item presented for payment has not
been honored for payment, the Secretary of State shall give a first written notice of the applicability of the section to the partners, or the appointed agent, or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier’s check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall thereupon be effective. The second notice shall be given 20 days or more after the first notice.
Amended by Stats. 2022, Ch. 617, Sec. 101. (SB 1202) Effective January 1, 2023.
(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 and between the partners and the partnership.
(b)With respect to a registered limited liability partnership, the law of this state shall govern relations among the partners and between the partners and the partnership, and the liability of partners for obligations of the partnership.
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
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 construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
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 shall be given full force and effect notwithstanding any inconsistent provisions of the Probate Code, but nothing in this chapter shall otherwise affect any provision of the Probate Code.
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
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 effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
(a)Except as provided in Section 16955.5, before January 1, 1999, this chapter governs only a partnership formed (1) on or after the effective date of this chapter, unless that partnership is continuing the business of a dissolved partnership under Section 15041, or (2) before the effective date of this chapter if that partnership elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter.
(b)On and after January 1, 1999, this chapter governs all partnerships.
(c)Except with respect to the provisions of this chapter specifically relating to registered limited liability partnerships and foreign limited liability partnerships, the provisions of this chapter relating to the liability of the partnership’s partners to third parties apply to limit those partners’ liability to a third party who had done business with the partnership within one year preceding the partnership’s election to be governed by this chapter, only if the third party knows or has received a notification of the partnership’s election to be governed by this chapter.
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
(a)The fee for filing a statement of partnership is seventy dollars ($70).
(b)Unless another fee is specified by law or the law specifies that no fee is to be charged, the fee for filing any partnership statement pursuant to this chapter is thirty dollars ($30).
(c)There is no fee for filing a statement of dissolution for the purposes of canceling a statement of partnership.
Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.
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 pursuant to subdivision (b) of Section 16906 is fifty dollars ($50) for each surviving foreign partnership or limited partnership general partnership upon whom service is sought.