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Summary of California Law (10th), Partnership
I. INTRODUCTION
A. [§1] Statutes Affecting
Partnerships.
B. Fictitious Business Name.
1. [§2] In General.
2. [§3] Fictitious Name Defined.
3. [§4] Coverage and Exclusions.
4. Procedure.
(a) [§5] Fictitious Name Statement.
(b) [§6] Expiration and Change in
Facts.
(c) [§7] Withdrawal and Abandonment.
5. [§8] Effect of Failure To Comply.
C. Joint Venture.
1. [§9] Nature and Distinctions.
2. [§10] Proof of Oral Agreement.
3. Incidents of Relation.
(a) [§11] Sharing of Profits and
Losses.
(b) [§12] Accounting Among Members.
(c) [§13] Duty To Share Business
Opportunity.
(d) [§14] Relations With Third
Persons.
II. GENERAL PARTNERSHIP
A. Uniform Partnership Act of
1994.
1. [§15] Statutory Development.
2. [§16] Organization.
3. [§17] Definitions.
4. [§18] Knowledge, Notice, and
Notification.
5. [§19] Partnership Agreement.
6. [§20] Statements.
7. [§21] Governing Law.
B. Nature and Formation of
Partnership.
1. [§22] In General.
2. [§23] Distinct Entity.
3. Determining Formation.
(a) [§24] Coownership and Revenue
Sharing.
(b) [§25] Intention To Carry on
Business.
(c) [§26] Partnership by Estoppel.
C. Partnership Property.
1. [§27] Nature and Acquisition of
Property.
2. [§28] Interest of Partner.
3. [§29] Transfer.
D. Relations Between Partners.
1. [§30] Fiduciary Relationship.
2. [§31] Good Faith and Fair Dealing.
3. [§32] Permissible Partner
Activity.
4. [§33] Rights and Entitlements of
Partners.
5. [§34] Actions Between Partners.
E. Relations With Third
Parties.
1. [§35] Partner as Agent.
2. [§36] Statement of Authority.
3. [§37] Purported Partner.
4. [§38] Liability of Partnership for
Wrongful Acts.
5. [§39] Joint and Several Liability.
6. [§40] Remedies of Creditors.
F. Dissociation of Partner.
1. [§41] In General.
2. Events Causing Dissociation.
(a) [§42] In General.
(b) [§43] Expulsion.
3. [§44] Effect of Dissociation.
4. [§45] Buyout of Dissociating
Partner''s Interest.
G. Dissolution and Winding Up.
1. [§46] In General.
2. [§47] Conditions for Dissolution.
3. [§48] Effect of Dissolution.
4. [§49] Settlement of Accounts and
Contributions.
H. Reorganization.
1. [§50] In General.
2. [§51] Definitions.
3. Conversion.
(a) [§52] In General.
(b) [§53] Plan.
(c) [§54] Effect.
(d) [§55] Statement.
(e) [§56] Record Ownership of Real
Property.
4. Merger.
(a) [§57] In General.
(b) [§58] Agreement.
(c) [§59] Effect.
(d) [§60] Certificate, Statement, or
Merger Agreement.
(e) [§61] Record Ownership of Real
Property.
III. LIMITED PARTNERSHIP
A. California Revised Limited
Partnership Act.
1. [§62] Statutory Development.
2. [§63] Agreement Varying Effect of
Act.
3. [§64] Definitions.
4. [§65] name.
5. [§66] Office and Records.
6. [§67] Agent and Service of
Process.
7. [§68] Authorized Activity.
B. Nature and Formation of
Limited Partnership.
1. [§69] Nature of Limited
Partnership.
2. [§70] Partnership Agreement.
3. [§71] Certificate of Limited
Partnership.
4. [§72] Certificate of Amendment.
5. [§73] Restated Certificate of
Limited Partnership.
6. [§74] Execution of Certificates.
C. Limited Partners.
1. [§75] Admission of Additional
Limited Partners.
2. [§76] Personal Liability.
3. [§77] Fiduciary Duty to Limited
Partnership.
4. Rights of Limited Partners.
(a) [§78] Information and Inspection.
(b) [§79] Meetings.
(c) [§80] Voting.
(d) [§81] Enforcement of Rights.
(e) [§82] Protection of Rights in
Rollup Transactions.
5. [§83] Certificate of Interest.
D. General Partners.
1. [§84] Admission of Additional
General Partners.
2. [§85] Termination of General
Partner''s Status.
3. [§86] Rights, Powers, and
Liabilities.
E. Capital, Contributions, and
Distributions.
1. [§87] Capital Account and
Contributions.
2. [§88] Distributions to Partners.
F. Withdrawal and Termination.
1. [§89] Withdrawal or Termination of
General Partner.
2. [§90] Withdrawal of Limited
Partner.
G. Assignment of Partnership
Interest.
1. [§91] Nature of Interest.
2. [§92] Rights of Creditors.
3. [§93] Assignee as Limited Partner.
4. [§94] Power of Limited Partner''s Representative.
H. Dissolution.
1. [§95] Nonjudicial Dissolution.
2. [§96] Judicial Dissolution.
3. [§97] Winding Up.
4. [§98] Distribution of Assets.
5. [§99] Power To Bind Partnership.
6. [§100] Certificates of Dissolution,
Cancellation, and Continuation.
I. Foreign Limited
Partnerships.
1. [§101] In General.
2. [§102] Registration.
3. [§103] Doing Business Without
Registration.
J. Class Actions and Derivative
Actions.
1. [§104] Right of Action and
Pleading.
2. [§105] Defendant''s Motion To Furnish
Security.
K. Reorganization.
1. Conversion.
(a) [§106] In General.
(b) [§107] Plan.
(c) [§108] Effect.
(d) [§109] Statement.
2. Merger.
(a) [§110] In General.
(b) [§111] Agreement.
(c) [§112] Certificate of Merger.
(d) [§113] Effect.
(e) [§114] Merger of Domestic and
Foreign Limited Partnerships.
(f) [§115] Record Ownership of Real
Property.
3. Dissenting Limited Partner''s Rights.
(a) [§116] In General.
(b) [§117] Definitions.
(c) [§118] Notice and Demand.
(d) [§119] Determination of Fair Market
Value.
(e) [§120] Rights and Privileges of
Dissenting Limited Partners.
(f) [§121] Right To Attack
Reorganization.
IIIA. UNIFORM LIMITED PARTNERSHIP ACT OF 2008
A. (New) In General.
1. [§121A] (New) Adoption and Effect.
2. [§121B] (New) Organization.
3. [§121C] (New) Definitions.
4. [§121D] (New) Knowledge, Notice, and
Notification.
5. [§121E] (New) Name.
6. [§121F] (New) Office and
Information.
7. [§121G] (New) Agent and Service of
Process.
8. [§121H] (New) Partners.
9. [§121-I] (New) Filing Requirements.
B. (New)
Nature and Formation of Limited Partnership.
1. [§121J] (New) Nature of Limited
Partnership.
2. [§121K] (New) Partnership Agreement.
3. [§121L] (New) Certificate of Limited
Partnership.
4. [§121M] (New) Amendment or
Correction of Certificate.
5. [§121N] (New) Restated Certificate.
C. (New) Limited Partners.
1. [§121-O] (New) Admission of Limited
Partners.
2. [§121P] (New) Participation and
Liability.
3. [§121Q] (New) Discharge of Duties.
4. [§121R] (New) Rights of Limited
Partners.
D. (New) General Partners.
1. [§121S] (New) Admission of General
Partners.
2. [§121T] (New) Action of General
Partners.
3. [§121U] (New) Liability of General
Partners.
4. [§121V] (New) Fiduciary Duties.
5. [§121W] (New) Management and Conduct
of Business.
6. [§121X] (New) Access to Information.
7. [§121Y] (New) Actions and Judgments.
E. (New) Contributions and
Distributions.
1. [§121Z] (New) Contributions.
2. [§121AA] (New) Distributions.
F. (New) Dissociation.
1. [§121BB] (New) Dissociation as
Limited Partner.