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Partnerships 1/28/2008 11:04:52 AM EST Clark on California's Uniform Limited Partnership Act of 2008
Effective January 1, 2008, the California Uniform Limited Partnership Act of 2008 presents both opportunities and challenges for many California enterprises and their advisors. It holds major changes for those practicing in the field of enterprise formation and planning, including broadening purposes for which limited partnerships may be formed, new provisions as to managing limited partnership affairs, changes in the "default" rules as to transferability of partnership interests, and other new rules. This special pamphlet, authored by R. Bradbury Clark, one of the most prominent corporate and business lawyers in California, provides business lawyers with a comprehensive and insightful analysis of the impending 2008 Act.
Excerpt:
The most extensive changes made by [California’s Uniform Limited Partnership Act of 2008 (“2008 Act”)] from [former California law] are those necessary to make the 2008 Act a “standalone” law that does not rely on California’s General Partnership Act or other sources for its provisions. As noted above, [former California law] look[ed] to general partnership law as to the purposes for which a limited partnership may be formed and also incorporate[d] that law as to many matters of partnership governance, especially general partners’ powers, duties and liabilities.
The [National Conference of Commissioners on Uniform State Laws (NCCUSL)]’s 2001 Uniform [Limited Partnership Act] is a standalone law and many but not all provisions of the 2008 Act are modeled on it; some 2008 Act provisions are simply moved with appropriate adaptation from [former California law] or the Uniform Partnership Act of 1994 or in some cases, California’s Limited Liability Company Act. Eliminating reliance on the 1994 Partnership Act but moving and adapting some of its provisions into a standalone act was desirable. The provisions incorporated from that Act had never quite fit limited partnerships. As time passed they had come to fit less and less as both general partnership law and the role of limited partnerships changed. As an important result, the 2008 Act will be the only source to which one looks for guidance on formation, operation and other matters respecting limited partnerships.
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