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Internal Affairs And Limited Partnerships

What law governs the relations among the partners of a limited partnership and what law governs the relations between the partners and a limited partnership?   Section 15901.06 of the California Corporations Code provides a partial answer to both of these questions.  It provides that the law of California "governs relations among the partners of a limited partnership and between the partners and the limited partnership . . .".  The statute provides a partial answer because the California Uniform Limited Partnership Act of 2008 defines a "limited partnership" as an entity formed under that act or that becomes subject to that act as a result of conversion or the transition provisions of the act with respect to preexisting entities.  Cal. Corp. Code § 15901.02(q).

The remaining part of the answer is supplied by Section 15909.01 which provides that the laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partner of the foreign limited partnership and between the partners and the foreign limited partnership.  A "foreign limited partnership" is a partnership formed under the laws of a jurisdiction other than California and required by those laws to have one or more general partners and one or more limited partners.  Cal. Corp. Code § 15901.02(k).   The term includes a foreign limited liability limited partnership.  Id.  

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 313
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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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