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Assembly Bill 362 (Imbrecht-1981)

Chapter 807, Statutes of 1981

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The Enrolled Bill Memorandum to Governor prepared by the Legislative Secretary regarding Assembly Bill 362 described the bill as follows:

AB 362 Imbrecht Uniform Limited Partnership Act
This bill would repeal the Act and enact a new comprehensive law relating to limited partnerships.
(See #16, document PE-1)

The Senate Committee on Judiciary analysis of Assembly Bill 362 discussed the need for the bill, stating:

The California Limited Partnership Act, which was modeled after the Uniform Limited Partnership Act, was enacted in 1929. The California Act has been subject only to minor revisions since its enactment and, according to proponents, does not fully reflect the trend of California judicial decisions to further limit the liability of limited partners.

This bill would enact a complete revision of the California Uniform Limited Partnership Act. The provisions of this bill are the result of year-long discussions of members of the Partnership Committee of the Business Law Section of the State Bar and testimony gathered on the subject in an interim hearing held last October by the Assembly Select Committee on Non-profit Corporations.
(See Exhibit #8, page 2)

In a letter to the Governor urging his approval of the bill, Assembly member Imbrecht discussed Assembly Bill 362 stating, in part:

. . . completely revises the California Limited Partnership Act and updates it to conform to modern business practices.

This measure is the culmination of several years effort of the Partnership Committee of the Business Law Section of the State Bar. Major provisions strengthen the limited liability of the limited partner and increase his access to partnership information. The bill also gives more effect to comprehensive partnership agreements and provides for centralized filing of documents with the Secretary of State.

A.B. 362 is being studied carefully by the other leading commercial states and may serve as a model act for the rest of the country. . . .
(See Exhibit #16, document PE-3)

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