California General Partnership San Diego

California General Partnership San Diego Summary

A general partnership does not limit the personal liability for debts and obligations of the individual partners, but does avoid the complexity and expense of the more sophisticated business entities. The advantages of general partnerships include:

• Filing a Certificate of Partnership with the Secretary of State is optional;

• No governance or other “corporate” formalities;

• Allows more than one business owner without franchise taxation.

Formation of a California general partnership by San Diego Corporate Law includes an attorney-drafted partnership agreement, drafting and filing of a Certificate of Partnership with the California Secretary of State, and federal EIN application.

Flat Fee Price

  • Includes Filing Fees
  • See Pricing Assumptions


Michael J. Leonard helped us obtain our 501(c)(3), created our bylaws, and completed all of the necessary forms to establish a tax exempt status for our non-profit foundation. He was professional, quick, and great to work with. Mr. Leonard is also very connected in the community and has referred us to useful contacts.

Michel Sproles, Sproles Empowered Youth


My experience working with San Diego Corporate Law has been nothing short of excellent. Michael Leonard is a tremendous asset, and provided us much needed assistance when forming our insurance agency. He assisted with the formation of our corporation, buy / sell agreement, company bylaws, minutes, and stock certificates. Michael is an utmost professional that I would refer to any friend or client.

Michael Fusco, Fusco & Orsini Insurance Services, Inc.


Michael J. Leonard at San Diego Corporate Law has provided GWR valuable assistance and professional advice. As a San Diego based high tech equipment manufacturer, we appreciate that we never have to waste his or our time explaining the engineering or scientific details of our situation as his strong, hands on physics and engineering background is invaluable. We are well protected with Mike looking out for our interests.

Richard Reineman, GWR Instruments, Inc.


In 2009 San Diego Corporate Law converted my Sole Propriety Engineering Company into a “S” Corporation. My experience was painless and Mr. Leonard has done an excellent job staying in contact and continues to be a great advisor. San Diego Corporate Law comes highly recommended.

Curtis Patterson, P.E., Patterson Engineering, Inc.


Michael J. Leonard at San Diego Corporate Law is not your typical attorney experience. Michael puts his full attention into understanding your needs and provides the best solution to meet your goals. I highly recommend San Diego Corporate Law to any of my friends and associates.

Jeff A. Mudd, Best-Rate Repair Company, Inc.


Working with San Diego Corporate Law made dealing with all the paper work of incorporating and setting up my business a dream! Michael is the ultimate professional and knows corporate law inside and out! San Diego Corporate Law is always available to answer questions, assist me with follow up items, and be my go-to and support team.

Elloise Bennett, AP Test Service, LLC


Mr. Leonard is competent, dependable, and gets the work done on time and within budget. He is very responsible to his customers. We would recommend him to anyone that requires a true professional.

Lidija Skolnija, anaZana, Inc.


I was recommended to Michael to help me set up a new corporation I was starting. The advice he gave me was great, and I eventually hired his services to create the agreements and contracts between myself and my business partner. Throughout the process he guided me and asked very detailed questions. I felt that he had my back and my best interest at heart. Looking back now, the contracts he wrote have saved me close to $40,000 in money that I would have otherwise had to pay. Thank you Michael. Everyone should follow your standards.

Jason Delfos, Marketing and Advertising Design Group, LLC


We hired San Diego Corporate Law to help us establish our business in San Diego. In the initial stages of setting up our business and transitioning to California, we were frequently out of town. During this time, Michael answered questions promptly and thoroughly by phone and email. He went above and beyond to keep us on deadline for our aggressive schedule. I would not hesitate to recommend San Diego Corporate Law to another business owner.

Alicia Sorber-Gallegos, Two Men and a Truck


Having no prior experience with business law, I approached Michael to help me set up an LLC for my new company and help me review my legal disclaimers. Michael was very straightforward, honest and helpful. He took the time to explain every detail and answer all of my questions. His work was very diligent and completed exactly by the deadline promised. Michael and San Diego Corporate Law hold my highest recommendation!

Anton Ivanov, Dreams Cash True


Michael J. Leonard helped me configure my business entities into a solid investment vehicle. He is very professional, knowledgeable, easy to reach and timely. San Diego Corporate Law produced a unique and informative Private Placement Memorandum (PPM) for my business for less than half the cost other law firms were charging. I expect to use the PPM and San Diego Corporate Law for many years. I recommend Michael because of his efficient, hands on, practical approach to legal work in a time of dramatic changes with securities laws (JOBS Act).

John Copyak, Clean USA Power, Inc.


San Diego Corporate Law helped me set up MGIV Inc and get established as an S-corp in 2013. I was a one man show and didn’t have a substantial amount of money to spend to get started. I was in the process of filing for a LLC through when something didn’t feel right. I picked up the phone and asked Michael if he was available to help. This was my first business so I knew nothing about filing for a corporation or legally establishing a business. Using his knowledge and expertise he coached me toward filing for an S-corp instead of an LLC. It saved the corporation $800 in 2013 and positioned it for success based on the MGIV Communication Consulting model. I find comfort knowing that my business is in good hands. Michael is a great resource and very personable so working with him is convenient and affordable! I recommend San Diego Corporate Law to anyone needing legal assistance with their business!

Michael Gordon IV, MGIV, Inc.


When I needed to move my business from an office suite to a brick and mortar location, San Diego Corporate Law was instrumental in ensuring that the lease provisions were in my best interests. The specialized skills that Michael and his team possess, the fair and transparent fee structure, and their professional yet low pressure consultation process are the reasons why I will retain their services in the future.

Scott Weathers, Alpha Graphics La Jolla


Michael J. Leonard at San Diego Corporate Law not only helped us establish our small business in San Diego, but he helped us to solidify our partnership to avoid any gray areas as we are a family-run business. Michael was easy to work with, knowledgeable, responsive, and professional, and we will continue to use him as our company lawyer moving forward.

Karen Posner, Camp Run-A-Mutt Sorrento Valley


I have nothing but compliments to say about San Diego Corporate Law. Michael and his team have always delivered not only an extremely high level of service, but also have been so patient through the whole process of setting up our LLC. Whenever I have questions or need their service, they are very easy to communicate with and very reasonably priced. I will not only use them for any legal advice that I may need in the future, but also refer all the people that may also need their services.

Andrey Kamogari, Kamo Housing


Michael assisted us with the process of incorporating our non-profit organization. Michael was responsive to all of our questions, and sensitive to the expedited timelines that we encountered. Among the best aspects we experienced in working with Michael was his appreciation for our specific goals and his candid and honest guidance to accomplish those objectives. I would highly recommend Michael Leonard and San Diego Corporate Law.

Esther Hemmen, Mending Matters


San Diego Corporate Law has been a crucial partner for Little Black Diamond. Whether it’s routine incorporation paperwork or complex employment law, Michael is always very responsive and available to help handle our legal issues. He takes the time to understand your business and the unique issues that surround it in order to provide accurate and timely advice that considers the best interest of your business. San Diego Corporate Law is a true partner for any business.

Adam Rosenberg, Little Black Diamond, LLC

California General Partnership San Diego Details


When two or more persons associate to conduct business as co-owners, a general partnership is formed. Although a general partnership may be formed by filing with the Secretary of State, such a filing is not required, and a general partnership may be formed solely by the actions of the co-owners, regardless of the intent of the co-owners. While an oral agreement to conduct business is sufficient to form a general partnership, use of a written partnership agreement is strongly suggested. In a general partnership, each partner is personally responsible for all debts, liabilities, and other obligations of the partnership.


Two or more individuals, corporations, business trusts, estates, trusts, partnerships, limited partnerships, LLCs, associations, or joint ventures may form a general partnership. California Corporations Code § 16101(9), (13).


When two or more individuals or authorized entities carry on business as co-owners, a general partnership is formed. California Corporations Code §§ 16101(9), 16202(a). No government filings are required; however, a general partnership may file a statement of partnership with the Secretary of State. California Corporations Code §§ 16113(a). The fee for filing a statement of partnership is $70.00. California Government Code §§ 12187(a). A partnership agreement may be recorded in the county where the partnership is located. California Corporations Code § 16303(b).

Personal Liability

General partners are personally liable for all debts and obligations of the general partnership that were incurred after becoming a general partner. California Corporations Code § 16306(a)-(b). A judgment against a general partnership is not satisfied from a general partner’s separate assets unless there is also a separate judgment against the partner individually. California Corporations Code § 16306(c)-(d). Partners have fiduciary duties of loyalty and care to all other partners. California Corporations Code § 16404.


The names of general partners are not public record unless a statement of partnership authority is filed, a fictitious business name statement application is filed, or the partnership agreement is recorded.


General partnerships are managed by the partners, although a partnership may have employees. Under the theory of mutual agency, each partner is an agent of the partnership and can bind the partnership in the ordinary course of business. California Corporations Code §16301(1).


Working capital for a general partnership usually comes from cash and property contributions made by partners, secured loans, or unsecured loans from partners. General partnerships are not attractive investments for third party investors due to the personal liability issues for debts and obligations of the partnership, as well as the ease of transferring partnership interests. Unless the partnership agreement provides otherwise, partners receive equal shares of profits and are liable for equal shares of any losses. California Corporations Code § 16401(b).

Securities Issues

No securities issues exist.


A general partnership’s net income and losses are reported on the partnership’s tax return. However, the income or loss allocated to each partner is paid on each partner’s individual income tax return. Employment taxes and workers’ compensation insurance must be paid on employees’ wages.

Ownership Changes

Partners must vote unanimously to the admission of new partners. California Corporations Code § 16401(i). Unless otherwise provided in the partnership agreement, a partner may freely assign his or her economic interest in the general partnership without dissolving or dissociating the assignor from the partnership. California Corporations Code §16503. However, the assignee is entitled only to the economic interest in the partnership and does not become a partner.


An “at will” partnership, without a specific term or undertaking, is dissolved on a dissociation only after at least half the partners vote for dissolution. California Corporations Code § 16801(1). A general partnership formed for a specific term or undertaking is dissolved and wound up on dissociation of a partner unless within ninety days of the dissociation unless a majority interest of the partners agree to continue the partnership. California Corporations Code § 16801(2). The partnership agreement may vary these provisions.

Pricing Assumptions

The organization of a California General Partnership for $970.00 assumes a Certificate of General Partnership is filed, a single class of partnership is created in the first draft of the partnership agreement, and all proposed partners accept the first draft of the partnership agreement. Price will decrease without the filing of a Certificate of General Partnership. Negotiated amendments to the partnership agreement available for additional fees. Pricing does not include recording the partnership agreement with the county, which is available for additional fees and costs.

California General Partnership Questions?

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