Legal Question in Real Estate Law in California

Re: California General Partnership

Assuming all of the General Partners agree on the sale, yes. A general partnership can purchase and sell real property to either individuals or businesses. If the partnership is purchasing property, however, lenders may want the property to be held in the names of the individual partners to fund a loan for the purchase, or at least personal guarantees from the individual partners

Re: California General Partnership

As I understand your question, it asks whether a partnership itself can be acquired by an individual or entity. The answer is that under modern partnership law, a partnership is now treated more like an entity that is capable of being bought and sold. In the past, a partnership was in the same category as a friendship, i.e., no more than a state of agreement among its partners, and although its assets including its entire business could be sold, the partnership itself could not.

Basically, there would be several ways to carry out a sale; it still isn't as straightforward as selling teaspoons at the variety store. The governing law seems to be sections 16901 et seq. of the Corporations Code, which cover conversions and mergers of partnerships. For example, under Section 16910 it appears that the general partnership could be merged into a corporation, another partnership, an LLC, etc. Since California allows single-owner LLCs and corporations, that would effectively allow the partnership to be acquired by an individual.

Note that acquiring a partnership by merger into another entity is legally different than the other entity acquiring its assets, or even its assets and liabilities, by purchase. I believe it is also possible for a deal to be done whereby the acquiring entity acquires the partnership's business rather than acquiring the partnership, but that's not what you asked.

Please note that Corporations Code 16901 to 16917 covering this subject is rather lengthy and contains many other provisions, some of which would bear upon a merger of a partnership into another entity following its purchase by that other entity. Some of these provisions are tax provisions, but in addition there are many tax ramifications not discussed in state law, and you would need IRS-type tax advice as well.

All in all, this is a fairly technical proposition, and while it can be done, the partners should not attempt it without tax and legal advice.