Assembly Bill 583 (Sher – 1996)
Chapter 1003, Statutes of 1996, AB 583
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Numerous sections from the Business and Professions, Corporations, Public Resources and Revenue and Taxation Codes were affected in 1996 following legislative passage of Assembly Bill 583, which enacted a Revised Uniform Partnership Act. (See Exhibit A, #1k) Assembly member Byron D. Sher introduced Assembly Bill 583 on February 17, 1995 at the request of the National Conference of Commissioners on Uniform State Laws. (See Exhibit A, #1a and #7, page 1)
Assembly Bill 583 was assigned to the Assembly Committee on Judiciary where policy issues raised by the bill were considered. (See Exhibit A, #3) The Assembly amended the bill on January 12 and January 22, 1996. (See Exhibit A, #1b, #1c, and #2) Assembly Bill 583 was approved by the Assembly and forwarded to the Senate on January 30, 1996. (See Exhibit A, #2)
While in the Senate, the Committee on Judiciary considered the policy issues raised by the bill. (See Exhibit A, #7) Seven amendments were made to Assembly Bill 583 by the Senate, on May 29, May 30, June 5, June 20, August 20, August 22, and August 23, 1996. (See Exhibit A, #1d through #1j and #2) The Senate thereafter approved the bill and returned it to the Assembly. (See Exhibit A, #2)
The Assembly approved the Senate amendments and Assembly Bill 583 was forwarded to Governor Pete Wilson who signed the bill on September 27, 1996, and it was enacted on September 29, 1996 as Chapter 1003 of the Statutes of 1996. (See Exhibit A, #1k and #2)
Assembly Bill 583 repealed the Uniform Partnership Act and replaced it with the Revised Uniform Partnership Act. (Exhibit A, #11c, page 1) Assembly Bill 583 made additions and changes to Articles 1 through 6, and Article 8 of the Uniform Partnership Act, and added Articles 7, 9, and 9.5. (See Exhibit A, #1 and #11c, page 2) In addition a variety of related amendments are made to other code sections affected by this revision. (See Exhibit A, #11c, pages 2-3)
Background on the legislation was addressed in the Office of Senate Floor Analyses' Third Reading analysis of Assembly Bill 583 as amended August 23, 1996 as follows:
The existing, comprehensive law governing business partnerships in California is based on the Uniform Partnership Act (UPA) drafted in 1914. The UPA's most recent iteration in California was enacted by the Legislature in 1949. The Uniform Partnership Act has remained unchanged since its inception in 1914. AB 583 proposes the adoption of the Revised Uniform Partnership Act (RUPA) adopted by the National Conference of Commissioners of Uniform State Laws in 1993.
. . .
The author initially introduced the RUPA in 1994 as AB 2612. Because of unresolved controversies among the participants, including the Business Law Section of the State Bar, legal scholars, the Department of Corporations, the Secretary of State and the Consumer Attorneys of California, the bill was put over for interim study and discussion. AB 583 includes modifications that resolve all of the controversies.
To date, RUPA has been adopted in roughly 12 states. The known states are as follows: Connecticut, Florida, Missouri, North Dakota, West Virginia, Texas, Montana, and Wyoming.
If enacted, the RUPA will govern all general partnerships formed after its effective date and, after a transition period, will also replace the current UPA with respect to existing partnerships.
(See Exhibit A, #11c, pages 3 and 4)