May 22, 2022

Volume XII, Number 142

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May 20, 2022

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The Double Meaning Of "Designated Office"

The concept of a "designated office" is important to both domestic and foreign limited partnerships under California's Uniform Limited Partnership Act of 2008.  In order to form a limited partnership under the act, the certificate of limited partnership must specify the street address of the limited partnership's initial designated office.  Cal. Corp. Code § 15902.01(a)(2).  If the mailing address is different, the certificate must also provide that address.  Cal. Corp. Code § 15902.01(a)(5).  In order to register a foreign limited partnership to transact intrastate business, the application must similarly specify the partnership's designated office.  Cal. Corp. Code § 15909.02(a)(3).

This leads, of course, to the question of what makes an office a "designated office"?  It so happens that the answer is not the same for domestic and foreign limited partnerships.  In the case of domestic limited partnership, the designated office is the office that it is required to designate and maintain pursuant to Section 15901.14.  Cal. Corp. Code § 15909.02(e).  That statute requires the limitation to designate and maintain in California an office, which need not be a place of its activity in California.  In the case of foreign limited partnership, the principal office is the principal executive office of the foreign limited partnership is located, whether in California or somewhere else.  Cal. Corp. Code § 15901.02(aa).

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 111
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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