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Corporation Code-Uniiform Partnership Act Sections 1610-16144
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California Uniform
Partnership Act
The California Uniform Limited Partnership Act is set
forth in the
California Corporations Code Sections 15501 to 15723
The California Uniform Partnership Act is set forth in
The
California Corporations Code Sections 16100 to 16962.
STANDARD GENERAL
PARTNERSHIP
AGREEMENT CHECKLISTS
Matters
to be considered when drafting general partnership agreement
1. Name in full, and address, of each partner.
2.
Name of partnership.
3.
Place of business, including principal place of business and, if
appropriate,
other places of operation.
4.
Duration of partnership.
a. Date partnership will commence.
b.
Statement whether partnership is to continue for specified period or
until dissolved by agreement or other act
of partners.
5.
General purpose of partnership and type of business to be conducted.
6.
Name of predecessor business, if appropriate.
7.
Initial capital.
a.
Amount required for partnership to commence business.
b.
Amount and type of capital to be contributed by each partner.
c.
Description of any property other than money that is to be
contributed
by each partner.
d.
Manner in which property other than money is to be valued.
e.
Time when contributions are to be made.
f.
Arrangement for partner to loan cash or property to partnership.
8.
Right to make withdrawals from capital.
a. Purpose for which withdrawals may be made*
b. Approval Necessary to make withdrawals
9.
Partner's right in specific partnership property, including right to transfer
his interest to a third person.
10.
Acquisition and valuation of assets, including good will, transfer of
license
and insurance policies, etc., and assumption of debts and
liabilities, where an existing business is taken over by the partnership.
11.
Manner of taking title to partnership assets.
12.
Ownership of inventions and patents.
13.
Manner in which profits and losses are to be divided of shared.
14.
Duties of partners.
a.
Amount of time each partner to devote to busines! of partnership.
b.
Reasonable restrictions against engaging in outsid( business
activities.
c.
Description of duties of and services to be renderec by each partner.
15.
Compensation.
a.
Salary.
b.
Drawing accounts.
c.
Expenses of partners.
d.
Provisions as to vacations and leaves of absence.
16.
Management.
a.
How management is to be shared.
(1) By managing partner.
(2) By management
committee.
(3) By majority or other vote of partners.
b.
Authority of each partner to:
(1) Sign checks.
(2) Make purchases.
(3) Pay
expenses.
(4) Execute conveyances and leases.
(5) Obtain insurance.
(6) Hire and
discharge employees.
c.
Indemnity of partners by partnership for liabilities incurred
in proper conduct
of business.
17.
Restrictions on powers of individual partners, including assumption
of suretyship or similar obligations, lending and borrowing
money, making
purchases, conducting transactions with third
persons, and compounding and
discharging debts.
18.
Accounting.
a.
Establishment of fiscal year.
1. begining and ending dates
b.
Designation of accounting basis.
1. Cash
3. Accural
d. Designation and Selection of Accountant
e.
Books of account.
(1) Proper books to be kept.
(2) Inspection of books.
d.
Periodic audits.
19.
Maintenance of funds, including designation of depository
and
establishment of reserve funds.
20.
Settlement of disputes.
a.
By arbitration.
b.
By majority vote of partners.
c.
Other method.
21.
Removal or expulsion of partner.
a.
Grounds for removal or expulsion.
b.
Method of removal or expulsion.
c.
Provision for termination of expelled partner's par nership interest.
d.
Purchase or other disposition and valuation of e: pelled partner's
interest.
22.
Withdrawal or retirement of partner.
a.
Procedure for withdrawal or retirement.
b.
Provision for continued use of partnership name o withdrawal or
retirement of
partner.
c.
Restrictions on activities of partner after withdraw; or retirement,
including use of trade name an trade secrets and engagement in
competitive activ ties.
d.
Purchase or other disposition and valuation of par ner's interest
on his withdrawal or retirement.
e.
Manner of liquidating retired partner's partnershi interest.
f.
Manner in which partnership clients are to be distrii uted on
withdrawal or
retirement of a partner.
g.
Notice that must be given by partner of his intenti< to withdraw
from
partnership.
23.
Death of partner.
a.
Effect of death of partner, and provision for contin, ation or
dissolution of
the firm.
(1)
Incorporation of firm.
b.
Provision for continued use of partnership name death of partner.
c.
Purchase or other disposition and valuation of par ner's interest on
his death.
24.
Effect of illness, incompetency, insanity, or other disability of partner,
including insurance to be require for such occurrence, and payment
of premium therefore.
25.
Admission of new partners; consent of other partners to be obtained.
26.
Dissolution.
a.
Method for voluntary dissolution.
b.
Provision for distribution of assets.
c.
Provision for distribution of liabilities.
d.
Liquidation proceedings on dissolution.
27.
Amendment of partnership agreement.
28.
Method of giving notice to partners.
29. Signatures.
Statement of
Partnership
California Corporation Code Section: 16303.
(a) A partnership may file a statement of partnership
authority, which is subject to all of the following:
(1) The statement shall include all of the following:
(A) The name of the partnership.
(B) The street address of its chief executive office and of one
office in this state, if there is one.
(C) The names and mailing addresses of all of the partners or of
an agent appointed and maintained by the partnership for the purpose
of subdivision (b).
(D) The names of the partners authorized to execute an instrument
transferring real property held in the name of the partnership.
(2) The statement may specify the authority, or limitations on the
authority, of some or all of the partners to enter into other
transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent, the
agent shall maintain a list of the names and mailing addresses of all
of the partners and make it available to any person on request for
good cause shown.
(c) If a filed statement of partnership authority is executed
pursuant to subdivision (c) of Section 16105 and states the name of
the partnership but does not contain all of the other information
required by subdivision (a), the statement nevertheless operates with
respect to a person not a partner as provided in subdivisions (d)
and (e).
(d) A filed statement of partnership authority supplements the
authority of a partner to enter into transactions on behalf of the
partnership as follows:
(1) Except for transfers of real property, a grant of authority
contained in a filed statement of partnership authority is conclusive
in favor of a person who gives value without knowledge to the
contrary, so long as and to the extent that a limitation on that
authority is not then contained in another filed statement. A filed
cancellation of a limitation on authority revives the previous grant
of authority.
(2) A grant of authority to transfer real property held in the
name of the partnership contained in a certified copy of a filed
statement of partnership authority recorded in the office for
recording transfers of that real property is conclusive in favor of a
person who gives value without knowledge to the contrary, so long as
and to the extent that a certified copy of a filed statement
containing a limitation on that authority is not then of record in
the office for recording transfers of that real property. The
recording in the office for recording transfers of that real property
of a certified copy of a filed cancellation of a limitation on
authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of a limitation on
the authority of a partner to transfer real property held in the name
of the partnership if a certified copy of the filed statement
containing the limitation on authority is of record in the office for
recording transfers of that real property.
(f) Except as otherwise provided in subdivisions (d) and (e) and
Sections 16704 and 16805, a person not a partner is not deemed to
know of a limitation on the authority of a partner merely because the
limitation is contained in a filed statement.
Regal References
Willston On Contracts
Contract Forms
KF-801.561 VOL 1
University of California
Boalt School of Law Law LIbrary
Loan Desk
THIRD
EDITION
The
Publisher's Editorial Staff'
The
forms included in this volume are also
published in American Jurisprudence Legal Forms,
Second Edition, and American Jurisprudence Pleading and Practice Forms,
Revised Edition.
AUG 1 9 1997
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and lease forms.
END 
Legal References
§
3:26 Current distributions of partnership property Property distributions
Property
distributions made other than in liquidation of a partner's interest, and made
pro rata among all the partners, are not taxable transactions resulting in gain
or loss to anyone. The basis of property so distributed to a partner is the same
as the property's adjusted basis to the partnership immediately before the
distribution. However, the basis of the property to the partner may not exceed
the adjusted basis of his interest in the partnership reduced by any money
distributed to him in the same transaction.6'
Practice
Aids: Law Journal:: Constructive cash distributions in a partnership: How and
when they occur. 41 J Taxation 88.
63.
26 USCS § 732(a),; Rev & Tax C § 17892.
Tax
References: For further discussion, see 33 Am JUR 2d, Federal Taxation 11655, 1
RIA TAX COORDINATOR, Partnerships and Joint Ventures I B‑1301.3.
(For
Tax Notes and Practice Notes, see end of form)
Matters to be included in statement of partnership
A.
General statement of partnership [Corp C §
16303].
1.
Name of partnership.
2.
Name of each of the partners.
3.
Statement that partners maned are all partners.
4.
If partnership is not dissolved by death or withdrawal of partner by reason
of
an agreement pursuant to ( Corp C §§ _______, _______, name and
date of death
or withdrawal of such deceased or withdrawing partner, and
statement that
partnership was not dissolved by reason of such death or
withdrawal because of
existence of such agreement.
5.
Signature, acknowledgment, and verification by two or more partners, either
in name of partnership or as individuals.
B.
Additional matters to be included in statement of partnership recorded by
surviving partners after death of partner or partners [Corp C § 15010.6]
1.
Date of creation of partnership.
2.
Designation of deceased partners, and date of death of each
deceased partner.
C.
Additional matters to be included in statement of partnership recorded by
person
subsequent to record tion of previous statement [Corp C § 15010.5].
1.
Statement that person claims to be a member of su, partnership or a
personal
representative of su( member, or
2.
Statement that any of the persons named in a preA ously recorded
statement of
partnership are ii members of such partnership.