Legal Question in Business Law in California

Re: limited partnership

This is a pretty broad question and a complete answer would exceed the 3000 character limit for replies. Although the code does not require a written agreement for a limited partnership, creating an LP without a comprehensive written agreement would be sheer folly. At a minimum, the LP agreement should identify the function of the LP, the general partners and limited partners, the capital contributions each shall make and establish the rights of both general and limited partners to their return of capital and respective shares of the profits. If there will be on-going requirements for limited partners to invest funds beyond their initial capital contributions, that must be addressed.

Duration of the partnership must be addressed. To avoid dissolution in the event of the death or retirement of a general partner, the agreement must provide for continuation under the management of the remaining general partner(s) or a substitute general partner.

The agreement needs to spell out the rights of limited partners to transfer their interest, whether by assignment of the right to receive distributions or by way of substituting in a new limited partner. Unless the agreement so states (or all other partners consent) a limited partner can't just substitute another in his or her stead.

These are but a few of the elements that should be addressed in a written LP agreement. This is hardly an exhaustive discussion of what should go in a well-researched and well-crafted agreement. You might look at the FindForms section of the LawGuru site. I don't know if you'll find a comprehensive fill-in-the-blanks form agreement there, but its worth a try.

Now the inevitable caveat:

The foregoing information is provided as an accommodation only, and does not constitute specific legal advice or a biding legal opinion based on a comprehensive review of all relevant facts, nor can provision of such information be construed as creating an attorney-client relationship.

Best of luck!

Re: limited partnership

The number of so-called self-help law books addressing limited partnerships is rather small. The few I know of deal with them in the somewhat broader context of "how to syndicate real estate" or the like. Nevertheless, an on-line search of the offerings at Amazon or B&N might turn up something.

Limited partnerships do need to be registered with the secretary of state in order to be recognized as such and to effectively limit the liability of the persons intended to be limited partners. The forms can be viewed and downloaded from the Sec. of State website. Look at Form LP-1, Certificate of Limited Partnership. You may also want to read the Corporations Code. Note that there are both an older and a revised Uniform Limited Partnership Act on the books here. The older act is relevant only to certain older LPs; use the new act, Corp. Code sections 15611-15721.

Please keep in mind that promoting a limited partnership involves dealing with other people's money and with highly regulated securities matters. If you are a promoter or a general partner, you need to know a great deal about the law, and are taking on a lot of potential legal liability. In my opinion, forming, promoting, being a general partner in or other involvement with a limited partnership without being represented by an attorney is folly. I strongly suggest you consider retaining counsel.