Corp. Code, § 15902.05 · Article 2. Formation; Certificate of Limited Partnership and Other Filings
Corp. Code, § 15902.05
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
(a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the superior court to order:
(1) the person to sign the record;
(2) deliver the record to the Secretary of State for filing; or
(3) the Secretary of State to file the record unsigned.
(b) If the person aggrieved under subdivision (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subdivision (a) may seek the remedies provided in subdivision (a) in the same action in combination or in the alternative. In any action under this subdivision, if the court finds the failure of the person to comply with the requirement to sign a record or deliver a record to the Secretary of State for filing to have been without justification, the court may award an amount sufficient to reimburse the persons aggrieved under subdivision (a) bringing the action for the reasonable expenses incurred by such persons, including attorneys’ fees, in connection with the action or proceeding.
(c) A record filed unsigned pursuant to this section is effective without being signed.
(d) Any person, other than a general partner, delivering a record to the Secretary of State for filing, shall state the statutory authority for such action after the signature on the appropriate record.
Notes and commentary — not statutory text
History
Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.
Source of truth
- Edition
- As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
- Official file
- https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=15902.05.
- Text hash
- sha256 6613f3774a37f358194959e9b6fe83fdddf515c8086f2d55642b8cd210182278
- Composed by
- compose_ca.py 2026-10-22: the Legislative Counsel's CAML content files read by a tokenizer (caml_readers.reader_a); an independent xml.etree reading (caml_readers.reader_b) agrees on every section
Cited by 2 provisions
Provisions in this library whose text cites Corp. Code, § 15902.05. Each shows the citation as that text prints it.
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