Legal Question in Business Law in California

Conversion from limited partnership to partnership

When a limited partnership converts to a general partnership, is a new partnership agreement for the general partnership required? Or is an amendment to the limited partnership agreement sufficient? What is the correct procedure to document that the partnership is now a general partnership.

thank you.


Asked on 9/08/04, 2:25 pm

3 Answers from Attorneys

Daniel King Law Offices of Daniel King

Re: Conversion from limited partnership to partnership

the two entities are like apples and oranges. you should really start w/ a new agreement. further, the management and compliance relative to the two types of businesses are radically different.

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Answered on 9/08/04, 3:59 pm
Terry A. Nelson Nelson & Lawless

Re: Conversion from limited partnership to partnership

A new general partnership agreement and related documents are required for this to be 'legal'. The effect is that this is a 'new' entity that must be formed and organized correctly, and the old one must be wound down and dissolved properly, all to avoid problems with liability and taxes. You better understand the legal and tax issues before deciding to do this. Contact me if you would like to discuss facts and costs of doing this with counsel.

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Answered on 9/08/04, 5:47 pm
Larry Rothman Larry Rothman & Associates

Re: Conversion from limited partnership to partnership

Your question depends on the agreement that you have. Please contact my office at 714 363 0220 to set up an appointment. I would like to review your written documentation including any letters. We handle cases throughout California. We can review your documentation by fax and speak with you by phone.

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Answered on 9/08/04, 9:32 pm


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