Legal Question in Wills and Trusts in California

TOD Ownership: Which prevails-CA Probate Code Sec. 5501or CA Comm Code Sec 8103

Question: In CA can a limited partner's ownership share be regerstered in a ''TOD'' ownership. CA Probate Code Sec. 5501, which sets the terms for a TOD for a Security defines a Security as a ''share, participation or other interest in property...''; and in Sec 5500(b) states ''This part shall be liberally construed...'' However, CA. Comm. Code Sec.8103 (c) states that ''an interest in a partnership ...is not a security...'' Which prevails? Can I change my ownership as a limited partner in an old, small-value partnership (not-publically-traded) to a TOD ownership regristeration? Many Thanks.


Asked on 10/24/02, 4:14 pm

1 Answer from Attorneys
Benjamin Berger Berger-Harrison, A Professional Corporation

Re: TOD Ownership: Which prevails-CA Probate Code Sec. 5501or CA Comm Code Sec 8

Your question is complex. I may be able to shed a small amount of light on your problem while you wait for someone else to spell it all out for you.

The word partnership refers to any two (or more) people who carry on business together for a profit. It is the default type of business. If it's not a sole-proprietorship, and it's not some fancy entity like a corporation, LLC, LLP, or LLLP, it's a partnership.

So when the statutes refer simply to a 'partnership', it is likely that your formal partnership (of which you are a limited partner) is not included in that provision.

I hope that was helpful. Feel free to hit me back with any further questions.

Regards,

Ben

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Answered on 10/24/02, 4:24 pm


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