Legal Question in Business Law in California

A limited partnership has sued someone, and in the complaint a person says he is Mr. A, the General Partner of the LP. The business entity records for the LP, filed with the CA Secretary of State's office show that this person, Mr. A, is no longer the general partner by virtue of a cessation document that was filed. The Sec of State documents also list two other general partners (Ms. B and Ms. C) who replaced Mr. A, and the document is signed and notarized by all three people. My question is, can this person, Mr. A, truly be the general partner? And by claiming to be the general partner, in all the court documents, but without that same designation in the state business records, does Mr. A have standing to sue on behalf of the LP. As a follow up, if the case ends in a way that the LP is liable for damages, is the general partner liable too .. and in this case, who would be the general partner? Mr A as he claims, or Ms. B & Ms, C as the business entity filings show.


Asked on 7/21/16, 12:01 pm

2 Answers from Attorneys

The Secretary of State's records are not controlling. What is controlling is the actual legal business relationship in existence. If Mr. A has been substituted back in as GP he is the GP regardless of whether they updated that fact in the SoS filings. If not, he lacks standing to bring the action on behalf of the LP. In the event a LP is found liable for damages, the GP is also personally liable. Who that is would have to be determined from the actual business records of the LP.

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Answered on 7/21/16, 12:26 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

I agree with Mr. McCormick, and would follow up by adding that the person or persons sued need to file an answer to place the matters into contention before the court; plaintiff's lack of standing to sue is insufficiently clear based on any evidence mentioned to challenge the suit via a motion to dismiss or the like.

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Answered on 7/21/16, 1:57 pm


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