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CALIFORNIA CORPORATE & SECURITIES LAW

Can Limited Partnerships Have Officers?

Can limited partnerships have officers?  In many cases, individuals with officer titles will actually be officers of the general partner.  My question is whether a limited partnership itself may have officers.

Two provisions of Delaware’s Revised Uniform Limited Partnership Act contemplates that the answer is “yes”.  Section 17-403(c) provides:

Unless otherwise provided in the partnership agreement, a general partner of a limited partnership has the power and authority to delegate to 1 or more other persons the general partner’s rights and powers to manage and control the business and affairs of the limited partnership, including to delegate to agents, officers and employees of the general partner or the limited partnership, and to delegate by a management agreement or another agreement with, or otherwise to, other persons.

Section 17-407(b) also refers to officers of the limited partnership:

A general partner of a limited liability limited partnership shall be fully protected in relying in good faith upon the records of the limited partnership and upon information, opinions, reports or statements presented by another general partner of the limited partnership, an officer or employee of the limited partnership, a liquidating trustee, or committees of the limited partnership, limited partners or partners, or by any other person as to matters the general partner reasonably believes are within such other person’s professional or expert competence, including . . . .

California’s version of the Revised Uniform Limited Partnership Act does not include analogous provisions.  However, the California act doesn’t expressly prohibit officers in a limited partnership.

Assuming that a limited partnership may have officers, what are their powers and duties?  Neither state’s act provides any answers.  The relevant partnership agreement might, but there is no guarantee that it does.  If it doesn’t, then the answers may come from general principles of agency, ratification, estoppel and waiver.

Is California’s limited partnership act the Admiral Horthy of the Corporations Code?

The official title of California’s limited partnership act is the “Uniform Limited Partnership Act of 2008”.  Cal. Corp. Code § 15900.   That title is about as ill-fitting as the one adopted by Miklós Horthy who ruled Hungary as admiral and regent even though Hungary had neither navy nor monarch.  California’s act was modeled after the 2001 Uniform Limited Partnership Act and was enacted in 2006.  Thus, California’s 2008 act is really the 2001 uniform act enacted in 2006  and operative January 1, 2008.

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