Legal Question in Business Law in California

Re: Coversion of Limited Partnership to General Partnership

Obtain written agreement of each limited partner and the general partner(s) to assign their interests to a general partnership. The general partnership agreement should be in writing, especially if the object of the investment is real estate. The tax implications of the transactions should be considered by a Certified Public Accountant.

Re: Coversion of Limited Partnership to General Partnership

Before turning the LP into a general partnership, you should closely examine your reasons for wanting to do so. A growing number of business attorneys would question the sanity of anyone wanting to form or perpetuate a general partnership (with the possible exception of the practice of certain professions where other business forms can't be used)when there are better alternatives such as S corporations and limited liability companies.

When a limited partnership is dissolved, a Form LP-3 Dissolution of Limited Partnership and a Form LP-4/7 Certificate of Cancellation need to be filed with the Secretary of State. The forms and instructions are available on line, but I believe your entire set of transactions should be done by, or with the advice of, a business attorney.