Legal Question in Business Law in California

partnership agreement

If my partnership agreement signed and dated by both partners isnt filed with the courts but is noterized is it still a binding legal document ?


Asked on 12/01/06, 1:24 pm

2 Answers from Attorneys

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

Re: partnership agreement

Courts aren't in the business of registering partnerships, and court clerks would not accept partnership agreements for filing except as an attachment to some other document filed in the course of an active lawsuit.

The only agency that even comes close is the Secretary of State's office; they allow general partnerships to register by filing a Form GP-1, which serves as notice to the public of the existence of the partnershp and the authority of the partners to act on behalf of the partnership. However, even this filing is optional, not mandatory. (Note: Limited partnerships are different - they must file with the Secretary of State, or they are not recognized as limited partnerships).

Further, a partnership agreement doesn't need to be notarized, and most are not. Partnership agreements don't need to be in writing - an oral partnership agreement is perfectly valid and enforceable, although its exact terms and provisions will be more difficult to prove.

Finally, a patnership can come into valid and binding legal existence without any express agreement at all, either written or oral. If two or more people get together and conduct business as though they were partners, well, guess what, they are partners!

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Answered on 12/02/06, 2:20 pm
Carl Starrett Law Offices of Carl H. Starrett II

Re: partnership agreement

Partnership agreements are never registered with the courts unless there is a lawsuit arising out of the partnership agreement. You have not posted any facts that would suggest that the agreement is invalid, but you should have the agreement reviewed by an attorney for further advice.

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Answered on 12/01/06, 1:29 pm


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