Legal Question in Business Law in California

what authority does a substitute partner in a california partnership have (section number)


Asked on 2/21/11, 11:07 am

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

I assume you are addressing a limited partnership issue.

Under the Revised Uniform Limited Partnership Act, an assignee of a limited partner's interest could have become a substituted limited partner only to the extent provided in the limited partnership agreement, or, if the agreement were silent, by consent of all of the partners. [Corp. Code �� 15631(a)(2), 15764(a)].

Under the Uniform Limited Partnership Act of 2008, which is the current law despite not having the term "revised" in its name, a transferee of a partnership interest, including a transferee of a general partner, may become a limited partner if and to the extent that: (1) the partnership agreement provides; or (2) all general partners and a majority in interest of the limited partners consent. [Corp. Code � 15907.02(h)].

That is about the extent of the statutory provisions. Limited partners generally do not have much, if any, "authority." Thr partnership is run by the general partner(s), subject to its various contracts and agreements. This does not mean that substitute limited partners do not have rights, of course.

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Answered on 2/21/11, 1:40 pm


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