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California Legal Forms--Transaction Guide
 
Copyright 2016, Matthew Bender & Company, Inc., a member of the LexisNexis Group.


8-16A California Legal Forms--Transaction Guide 16A.syn


Title

Dissolution of Limited Partnerships

Author

Matthew Bender editorial staff; reviewed by W. Rod Stern, J.D., LL.M., Groh, Carroll & Stern

Chapter Summary


ABSTRACT TEXT:

This chapter discusses the dissolution of limited partnerships and is divided into two parts. Part A covers limited partnerships not governed by the Uniform Limited Partnership Act of 2008 (ULPA '08), Corp. Code § 15900 et seq., while Part B covers limited partnerships that are governed by the ULPA '08. The relevant provisions of the California statutes, as well as federal statutes and regulations, are provided in the chapter's two research guides.

The legal background section of Part A provides an overview of the applicability and operative dates of the California Revised Limited Partnership Act (CRLPA), Corp. Code §§ 15611-15723; the ULPA; the ULPA '08; and the Uniform Partnership Act of 1994 (UPA '94) for limited partnerships and "“preexisting limited partnerships." It also defines and distinguishes the terms "dissolution" and "winding up." Part A then focuses on the requirements of the CRLPA and ULPA with respect to the causes of dissolution, the procedure and responsibility for winding up partnership affairs, the distribution of assets to creditors and partners, and the filing of certificates of dissolution and cancellation with the Secretary of State.

The transaction guide of Part A outlines the circumstances under which dissolution of a limited partnership can occur. It also includes an outline of the procedural steps required to dissolve and wind up a limited partnership or to continue the partnership following the loss of a general partner under circumstances that would otherwise cause dissolution of the limited partnership.

The forms section of Part A includes agreements among partners relating to dissolution or continuation of a limited partnership. Also included are the certificates relative to a dissolution and winding up that must be filed with the Secretary of State.

Part B contains a legal background discussing which limited partnerships are governed by the ULPA '08 based on their formation date or election to be governed by such law. It lists the causes of dissolution and describes the process, including winding up partnership affairs and filing the certificate of cancellation with the Secretary of State. This section then explains post-dissolution topics, such as reviving a canceled certificate, the acts and liability of a general partner after dissolution, disposing of claims against the partnership, publishing notice of the dissolution, and applying assets to satisfy partnership creditors.

The transaction guide of Part B covers the procedural steps required to dissolve and wind up a limited partnership. It also provides forms for several agreements among partners relating to dissolution or continuation of a limited partnership, as well as the certificates of cancellation and revival.

California Legal Forms: Transaction Guide (Matthew Bender) provides step-by-step guidance through all non-litigation business and personal transactions that are likely to arise in day-to-day practice, offering guidance through the drafting and filing of all the requisite forms. Topics include business organizations, real estate transactions, commercial transactions, wills and trust, contracts and obligations, performance of services, and personal transactions (including marital dissolution agreements). Each chapter includes four parts: a Research Guide, Legal Background, Transaction Guide, and Forms.

CORE TERMS:

dissolution of limited partnerships,Uniform Limited Partnership Act of 2008, Corp. Code §§ 15900,ULPA '08,California Revised Limited Partnership Act,CRLPA,Corp. Code §§ 15611-15723,ULPA,Uniform Partnership Act of 1994,UPA '94,preexisting limited partnerships,dissolution,winding up,Secretary of State

RELATED CHAPTERS: (View)

For a discussion of the dissolution of general partnerships, as well as the tax consequences of dissolving a partnership, see Ch. 15, General Partnerships.

For a discussion of the formation of limited partnerships, including a determination of which law applies to the limited partnership, see Ch. 16, Formation of Limited Partnerships. For a discussion of conversions and mergers of limited partnerships, see Ch. 16B, Conversions and Mergers of Limited Partnerships.

For a discussion of selling a partnership, see Ch. 17, Buying and Selling a Business or Professional Practice.

OTHER RELATED PUBLICATIONS:

For a more complete discussion of and forms for the dissolution of limited partnerships, as well as related tax issues, see:
  • Ballantine & Sterling, California Corporation Laws, Ch. 25, Limited PartnershipsBallantine & Sterling, California Corporation Laws, Ch. 25, Limited Partnerships; and Ch. 26, Income Taxation of Partnerships (Matthew Bender)
  • California Forms of Pleading and Practice-Annotated, Ch. 400, Partnerships: Governing StatutesCalifornia Forms of Pleading and Practice-Annotated, Ch. 400, Partnerships: Governing Statutes; and Ch. 406, Partnerships: Dissolution (Matthew Bender)
  • Business Organizations with Tax Planning, Ch. 30, Limited Partnerships (Matthew BenderBusiness Organizations with Tax Planning, Ch. 30, Limited Partnerships (Matthew Bender)
  • Rabkin & Johnson, Current Legal Forms with Tax Analysis, Ch. 1, Partnerships (Matthew BenderRabkin & Johnson, Current Legal Forms with Tax Analysis, Ch. 1, Partnerships (Matthew Bender)
  • Warren's Forms of Agreements, Ch. 10, Dissolution of a Partnership or a Limited Liability Company (Matthew Bender)
 
 
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