California Partnership Agreement

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Updated March 15, 2022

A California partnership agreement is a binding document that delineates the terms of a business partnership. The agreement determines the ownership, involvement, and liability of each partner with respect to the business.

Limited Partnerships (only)

A limited partnership (LP) in California is required to file its partnership agreement with the Secretary of State (Corp Code § 15902.01).

Filing a general partnership agreement is optional.

“Partnership Agreement” Definition

“Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.

Source: Corp § 15901.02(x)

Allowed Partnership Types

Limited Liability Limited Companies (LLLPs)

California does not allow the formation of LLLPs. Although, it does recognize LLLPs formed in another State that is operating in California.