Legal Question in Business Law in California

Re: filing partnership

Unlike a corporation, limited liability company (LLC) or limited partnership (LP), a general partnership (GP) comes into existence because of the acts and intent of its partners rather than because it has filed certain papers. A GP is created whenever two or more persons join together to carry on as co-owners a business for profit, whether or not the persons intend to form a partnership. See Corporations Code section 16202(a). All the other forms of business mentioned above do not exist as such unless and until organizational documents are filed with the Secretary of State.

Nevertheless, when two or more persons form a partnership, there are at least two document filings that the partners should consider.

First, the California Secretary of State makes available a Form GP-1 at www.ss.ca.gov which can be filled in and filed to create a public record of the authority of individual partners. There is a $70 filing fee. Not many partnership use this form, but it may be advisable for partnership handling large sums of money or dealing in real property. Ask your lawyer.

Next, many partnerships will use fictitious business names, and these must be filed and published at the county level. In most counties, this is done through the County Clerk's office, but you will have to arrange for publication directly with a newspaper of general circulation. A GP's name is fictitious if (a) it does not include the surname of each partner, or (b) it suggests the existence of additional partners. See Business & Professions Code sections 17900 to 17930 or contact the county clerk for further information.

A GP, like any other business, will probably need to obtain a business license and a taxpayer ID number as well as meet other requirements.