Law Alert! CORRELATION TABLES UNIFORM LIMITED PARTNERSHIP ACT OF 2008 (RE-RULPA)

NOTE ABOUT RE-RULPA

California has enacted the Uniform Limited Partnership Act of 2008 (Re-RULPA) (Corp C §§15900-15912.07), operative on January 1, 2008. Corp C §§15912.04. It applies to limited partnerships in three stages:

• Limited partnerships formed before January 1, 2008, may elect to be covered by Re-RULPA. Corp C §15912.06(a)(2).
• Re-RULPA governs all limited partnerships formed on or after January 1, 2008. Corp C §15912.06(a)(1).
• Re-RULPA applies to all limited partnerships on or after January 1, 2010. Corp C §15912.06(b).

Re-RULPA is a stand alone act, de-linked from both the existing California Revised Limited Partnership Act (CRLPA) (Corp C §§15611-15724), and the Uniform Partnership Act of 1994 (RUPA) (Corp C §§16100-16962), both of which formerly governed limited partnerships. It is modeled, to a large extent, on the national Uniform Limited Partnership Act. For this reason, it is not always possible to draw a direct one-to-one correlation between a former provision and a new provision.

Unique features in Re-RULPA include those involving a certificate of revival (see Corp C §15902.09) and those eliminating fiduciary duties for limited partners (see Corp C §15903.05(a)).

To assist in determining which provisions of Re-RULPA apply in any particular situation involving a client's limited partnership, CEB has developed two correlation tables:

Table 1. This table converts, to the extent feasible, from the existing California Limited Partnership Act (CRLPA) to new provisions of Re-RULPA. CRLPA will be repealed as of January 1, 2010. Corp C §15724.

Table 2. This table correlates new Re-RULPA provisions to existing statutes, which may be. found in CRLPA as well as other locations in the Corporations Code.

For detailed discussion of Re-RULPA, see Advising California Partnerships (3d ed Cal CEB 1999).