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.

Source: www.ftb.ca.gov