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California Partnership Agreement

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California Partnership Agreement

Updated March 19, 2024

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.[1]

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.[2]

Allowed Partnership Types

  • General Partnerships (GP)[3]
  • Limited Partnership (LP)[4]
  • Limited Liability Partnership (LLP)[5]
  • Limited Liability Companies (LLC)[6]

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.[7]


  1. Corp Code § 15902.01
  2. Corp § 15901.02(x)
  3. § 15904.01 – 15904.09
  4. § 15900 – 15912.07
  5. § 16951 – 16962
  6. § 17701.01 – 17701.17
  7. www.ftb.ca.gov