Bill Text: CA AB560 | 2011-2012 | Regular Session | Chaptered
Bill Title: Professional limited liability partnerships.
Spectrum: Bipartisan Bill
Status: (Passed) 2011-09-21 - Chaptered by Secretary of State - Chapter 291, Statutes of 2011. [AB560 Detail]
Download: California-2011-AB560-Chaptered.html
BILL NUMBER: AB 560 CHAPTERED
BILL TEXT
CHAPTER 291
FILED WITH SECRETARY OF STATE SEPTEMBER 21, 2011
APPROVED BY GOVERNOR SEPTEMBER 20, 2011
PASSED THE SENATE AUGUST 22, 2011
PASSED THE ASSEMBLY AUGUST 25, 2011
AMENDED IN SENATE JULY 12, 2011
AMENDED IN ASSEMBLY APRIL 6, 2011
INTRODUCED BY Assembly Member Gorell
(Principal coauthor: Assembly Member Gatto)
FEBRUARY 16, 2011
An act to amend Section 16101 of the Corporations Code, relating
to partnerships.
LEGISLATIVE COUNSEL'S DIGEST
AB 560, Gorell. Professional limited liability partnerships.
Existing law, until January 1, 2012, provides for the organization
and governance of a professional limited liability partnership for
the practice of architecture.
This bill would extend the operation of those provisions until
January 1, 2019.
THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:
SECTION 1. Section 16101 of the Corporations Code, as amended by
Section 5 of Chapter 634 of the Statutes of 2010, is amended to read:
16101. As used in this chapter, the following terms and phrases
have the following meanings:
(1) "Business" includes every trade, occupation, and profession.
(2) "Debtor in bankruptcy" means a person who is the subject of
either of the following:
(A) An order for relief under Title 11 of the United States Code
or a comparable order under a successor statute of general
application.
(B) A comparable order under federal, state, or foreign law
governing insolvency.
(3) "Distribution" means a transfer of money or other property
from a partnership to a partner in the partner's capacity as a
partner or to the partner's transferee.
(4) "Electronic transmission by the partnership" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, for that recipient on record with the
partnership, (2) posting on an electronic message board or network
that the partnership has designated for those communications,
together with a separate notice to the recipient of the posting,
which transmission shall be validly delivered upon the later of the
posting or delivery of the separate notice thereof, or (3) other
means of electronic communication, (b) to a recipient who has
provided an unrevoked consent to the use of those means of
transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form. However, an electronic
transmission by a partnership to an individual partner is not
authorized unless, in addition to satisfying the requirements of this
section, the transmission satisfies the requirements applicable to
consumer consent to electronic records as set forth in the Electronic
Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001
(c)(1)).
(5) "Electronic transmission to the partnership" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, which the partnership has provided from
time to time to partners for sending communications to the
partnership, (2) posting on an electronic message board or network
that the partnership has designated for those communications, and
which transmission shall be validly delivered upon the posting, or
(3) other means of electronic communication, (b) as to which the
partnership has placed in effect reasonable measures to verify that
the sender is the partner (in person or by proxy) purporting to send
the transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form.
(6) (A) "Foreign limited liability partnership" means a
partnership, other than a limited partnership, formed pursuant to an
agreement governed by the laws of another jurisdiction and
denominated or registered as a limited liability partnership or
registered limited liability partnership under the laws of that
jurisdiction (i) in which each partner is a licensed person or a
person licensed or authorized to provide professional limited
liability partnership services in a jurisdiction or jurisdictions
other than this state, (ii) which is licensed under the laws of the
state to engage in the practice of architecture, the practice of
public accountancy, the practice of engineering, the practice of land
surveying, or the practice of law, or (iii) which (I) is related to
a registered limited liability partnership that practices public
accountancy or, to the extent permitted by the State Bar, practices
law or is related to a foreign limited liability partnership and (II)
provides services related or complementary to the professional
limited liability partnership services provided by, or provides
services or facilities to, that registered limited liability
partnership or foreign limited liability partnership.
(B) For the purposes of clause (iii) of subparagraph (A), a
partnership is related to a registered limited liability partnership
or foreign limited liability partnership if (i) at least a majority
of the partners in one partnership are also partners in the other
partnership, or (ii) at least a majority in interest in each
partnership hold interests in or are members of another person,
except an individual, and each partnership renders services pursuant
to an agreement with that other person, or (iii) one partnership,
directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the other
partnership.
(7) "Licensed person" means any person who is duly licensed,
authorized, or registered under the provisions of the Business and
Professions Code to provide professional limited liability
partnership services or who is lawfully able to render professional
limited liability partnership services in this state.
(8) (A) "Registered limited liability partnership" means a
partnership, other than a limited partnership, formed pursuant to an
agreement governed by Article 10 (commencing with Section 16951),
that is registered under Section 16953 and (i) each of the partners
of which is a licensed person or a person licensed or authorized to
provide professional limited liability partnership services in a
jurisdiction or jurisdictions other than this state, (ii) is licensed
under the laws of the state to engage in the practice of
architecture, the practice of public accountancy, the practice of
engineering, the practice of land surveying, or the practice of law,
or (iii)(I) is related to a registered limited liability partnership
that practices public accountancy or, to the extent permitted by the
State Bar, practices law or is related to a foreign limited liability
partnership and (II) provides services related or complementary to
the professional limited liability partnership services provided by,
or provides services or facilities to, that registered limited
liability partnership or foreign limited liability partnership.
(B) For the purposes of clause (iii) of subparagraph (A), a
partnership is related to a registered limited liability partnership
or foreign limited liability partnership if (i) at least a majority
of the partners in one partnership are also partners in the other
partnership, or (ii) at least a majority in interest in each
partnership hold interests in or are members of another person, other
than an individual, and each partnership renders services pursuant
to an agreement with that other person, or (iii) one partnership,
directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the other
partnership.
(9) "Partnership" means an association of two or more persons to
carry on as coowners a business for profit formed under Section
16202, predecessor law, or comparable law of another jurisdiction,
and includes, for all purposes of the laws of this state, a
registered limited liability partnership, and excludes any
partnership formed under Chapter 2 (commencing with Section 15501),
Chapter 3 (commencing with Section 15611), or Chapter 5.5 (commencing
with Section 15900).
(10) "Partnership agreement" means the agreement, whether written,
oral, or implied, among the partners concerning the partnership,
including amendments to the partnership agreement.
(11) "Partnership at will" means a partnership in which the
partners have not agreed to remain partners until the expiration of a
definite term or the completion of a particular undertaking.
(12) "Partnership interest" or "partner's interest in the
partnership" means all of a partner's interests in the partnership,
including the partner's transferable interest and all management and
other rights.
(13) "Person" means an individual, corporation, business trust,
estate, trust, partnership, limited partnership, limited liability
partnership, limited liability company, association, joint venture,
government, governmental subdivision, agency, or instrumentality, or
any other legal or commercial entity.
(14) "Professional limited liability partnership services" means
the practice of architecture, the practice of public accountancy, the
practice of engineering, the practice of land surveying, or the
practice of law.
(15) "Property" means all property, real, personal, or mixed,
tangible or intangible, or any interest therein.
(16) "State" means a state of the United States, the District of
Columbia, the Commonwealth of Puerto Rico, or any territory or
insular possession subject to the jurisdiction of the United States.
(17) "Statement" means a statement of partnership authority under
Section 16303, a statement of denial under Section 16304, a statement
of dissociation under Section 16704, a statement of dissolution
under Section 16805, a statement of conversion or a certificate of
conversion under Section 16906, a statement of merger under Section
16915, or an amendment or cancellation of any of the foregoing.
(18) "Transfer" includes an assignment, conveyance, lease,
mortgage, deed, and encumbrance.
(19) The inclusion of the practice of architecture as a
professional limited liability partnership service permitted by this
section shall extend only until January 1, 2016.
(20) This section shall remain in effect only until January 1,
2016, and as of that date is repealed, unless a later enacted
statute, that is enacted before January 1, 2016, deletes or extends
that date.
SEC. 2. Section 16101 of the Corporations Code, as added by
Section 6 of Chapter 634 of the Statutes of 2010, is amended to read:
16101. As used in this chapter, the following terms and phrases
have the following meanings:
(1) "Business" includes every trade, occupation, and profession.
(2) "Debtor in bankruptcy" means a person who is the subject of
either of the following:
(A) An order for relief under Title 11 of the United States Code
or a comparable order under a successor statute of general
application.
(B) A comparable order under federal, state, or foreign law
governing insolvency.
(3) "Distribution" means a transfer of money or other property
from a partnership to a partner in the partner's capacity as a
partner or to the partner's transferee.
(4) "Electronic transmission by the partnership" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, for that recipient on record with the
partnership, (2) posting on an electronic message board or network
that the partnership has designated for those communications,
together with a separate notice to the recipient of the posting,
which transmission shall be validly delivered upon the later of the
posting or delivery of the separate notice thereof, or (3) other
means of electronic communication, (b) to a recipient who has
provided an unrevoked consent to the use of those means of
transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form. However, an electronic
transmission by a partnership to an individual partner is not
authorized unless, in addition to satisfying the requirements of this
section, the transmission satisfies the requirements applicable to
consumer consent to electronic records as set forth in the Electronic
Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001
(c)(1)).
(5) "Electronic transmission to the partnership" means a
communication (a) delivered by (1) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic
mail address, respectively, which the partnership has provided from
time to time to partners for sending communications to the
partnership, (2) posting on an electronic message board or network
that the partnership has designated for those communications, and
which transmission shall be validly delivered upon the posting, or
(3) other means of electronic communication, (b) as to which the
partnership has placed in effect reasonable measures to verify that
the sender is the partner (in person or by proxy) purporting to send
the transmission, and (c) that creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered
into clearly legible tangible form.
(6) (A) "Foreign limited liability partnership" means a
partnership, other than a limited partnership, formed pursuant to an
agreement governed by the laws of another jurisdiction and
denominated or registered as a limited liability partnership or
registered limited liability partnership under the laws of that
jurisdiction (i) in which each partner is a licensed person or a
person licensed or authorized to provide professional limited
liability partnership services in a jurisdiction or jurisdictions
other than this state, (ii) which is licensed under the laws of the
state to engage in the practice of architecture, the practice of
public accountancy, or the practice of law, or (iii) which (I) is
related to a registered limited liability partnership that practices
public accountancy or, to the extent permitted by the State Bar,
practices law or is related to a foreign limited liability
partnership and (II) provides services related or complementary to
the professional limited liability partnership services provided by,
or provides services or facilities to, that registered limited
liability partnership or foreign limited liability partnership.
(B) For the purposes of clause (iii) of subparagraph (A), a
partnership is related to a registered limited liability partnership
or foreign limited liability partnership if (i) at least a majority
of the partners in one partnership are also partners in the other
partnership, or (ii) at least a majority in interest in each
partnership hold interests in or are members of another person,
except an individual, and each partnership renders services pursuant
to an agreement with that other person, or (iii) one partnership,
directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the other
partnership.
(7) "Licensed person" means any person who is duly licensed,
authorized, or registered under the provisions of the Business and
Professions Code to provide professional limited liability
partnership services or who is lawfully able to render professional
limited liability partnership services in this state.
(8) (A) "Registered limited liability partnership" means a
partnership, other than a limited partnership, formed pursuant to an
agreement governed by Article 10 (commencing with Section 16951),
that is registered under Section 16953 and (i) each of the partners
of which is a licensed person or a person licensed or authorized to
provide professional limited liability partnership services in a
jurisdiction or jurisdictions other than this state, (ii) is licensed
under the laws of the state to engage in the practice of
architecture, practice of public accountancy, or the practice of law,
or (iii)(I) is related to a registered limited liability partnership
that practices public accountancy or, to the extent permitted by the
State Bar, practices law or is related to a foreign limited
liability partnership and (II) provides services related or
complementary to the professional limited liability partnership
services provided by, or provides services or facilities to, that
registered limited liability partnership or foreign limited liability
partnership.
(B) For the purposes of clause (iii) of subparagraph (A), a
partnership is related to a registered limited liability partnership
or foreign limited liability partnership if (i) at least a majority
of the partners in one partnership are also partners in the other
partnership, or (ii) at least a majority in interest in each
partnership hold interests in or are members of another person, other
than an individual, and each partnership renders services pursuant
to an agreement with that other person, or (iii) one partnership,
directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the other
partnership.
(9) "Partnership" means an association of two or more persons to
carry on as coowners a business for profit formed under Section
16202, predecessor law, or comparable law of another jurisdiction,
and includes, for all purposes of the laws of this state, a
registered limited liability partnership, and excludes any
partnership formed under Chapter 2 (commencing with Section 15501),
Chapter 3 (commencing with Section 15611), or Chapter 5.5 (commencing
with Section 15900).
(10) "Partnership agreement" means the agreement, whether written,
oral, or implied, among the partners concerning the partnership,
including amendments to the partnership agreement.
(11) "Partnership at will" means a partnership in which the
partners have not agreed to remain partners until the expiration of a
definite term or the completion of a particular undertaking.
(12) "Partnership interest" or "partner's interest in the
partnership" means all of a partner's interests in the partnership,
including the partner's transferable interest and all management and
other rights.
(13) "Person" means an individual, corporation, business trust,
estate, trust, partnership, limited partnership, limited liability
partnership, limited liability company, association, joint venture,
government, governmental subdivision, agency, or instrumentality, or
any other legal or commercial entity.
(14) "Professional limited liability partnership services" means
the practice of architecture, the practice of public accountancy, or
the practice of law.
(15) "Property" means all property, real, personal, or mixed,
tangible or intangible, or any interest therein.
(16) "State" means a state of the United States, the District of
Columbia, the Commonwealth of Puerto Rico, or any territory or
insular possession subject to the jurisdiction of the United States.
(17) "Statement" means a statement of partnership authority under
Section 16303, a statement of denial under Section 16304, a statement
of dissociation under Section 16704, a statement of dissolution
under Section 16805, a statement of conversion or a certificate of
conversion under Section 16906, a statement of merger under Section
16915, or an amendment or cancellation of any of the foregoing.
(18) "Transfer" includes an assignment, conveyance, lease,
mortgage, deed, and encumbrance.
(19) The inclusion of the practice of architecture as a
professional limited liability partnership service permitted by this
section shall extend only until January 1, 2019.
(20) This section shall become operative on January 1, 2016.
