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Assembly Bill 339 (Harman 2006)

Chapter 495, Statutes of 2006 - AB 339

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As enacted, Assembly Bill 339 affected various sections of the Business and Professions Code, Corporations Code, Government Code, and the Revenue and Taxation Code, relating to limited partnerships and limited liability companies.  (See Exhibit #1k)  Assembly member Harman introduced this bill on February 10, 2005.  (See Exhibit #1a)  The source of this legislation was the Business and Law Section of the State Bar of California (Partnerships and Limited Liability Companies Committee).  (See Exhibit #8d)


Assembly Bill 339 was assigned to both the Assembly Committee on Banking and Finance, the Assembly Committee on Judiciary and the Senate Committee on Judiciary where policy issues raised by the bill were considered.  (See Exhibits #3, #5, and #7)  The fiscal ramifications of the bill were considered by the Senate Committee on Appropriations.  (See Exhibit #2)  Nine amendments were made to Assembly Bill 339 during the legislative process.  (See Exhibits #1b through #1j and #2)  Subsequent to legislative approval, Governor Arnold Schwarzenegger signed the bill on September 27, 2006, and it was recorded by the Secretary of State on that day as Chapter 495 of the Statutes of 2006.  (See Exhibit #1k)


 


Summarizing the provisions of Assembly Bill 339 as last amended on August 28, 2006, the Third Reading prepared by the Office of Senate Floor Analyses states:


 


DIGEST:   This bill enacts the Uniform Limited Partnership Act of 2006 (ULPA or Act) a stand alone statutory scheme that will govern limited partnerships in California. It imports provisions from the California Uniform General Partnership Act, the Revised Uniform Partnership Act, and the Beverly-Killea Limited Liability Company Act, and revises and recasts the current provisions of the Revised Uniform Partnership Act. In addition, this bill (1) establishes default rules governing limited partnerships to the extent a partnership agreement does not address specific issues, (2) establishes nonwaivable rules that apply to all partnerships, and (3) provides for the transition of existing limited partnerships to limited partnerships as provided in this Act. This bill provides that this Act shall not affect or overturn any decision of law or any statute regarding the liability of limited partners. This bill makes conforming changes in other provisions that reference limited partnerships. This bill has an effective date of January 1, 2008.


(See Exhibit #8d, pages 1 and 2)