The Double Meaning Of "Designated Office"
Thursday, April 21, 2022

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).

 

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