California LP San Diego

California LP San Diego Summary

California LP (limited partnership) allows for limited liability for certain partners who do not participate in the management of the LP business. Ideal for enticing investors into real estate and other types of business investments, the advantages of the California LP are:

• The ease of management of a general partnership;

• Liability limited for investors to the amount of contributions made;

• Simplified governance compared to other business entities.

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

Flat Fee Price

  • Includes Filing Fees
  • See Pricing Assumptions
  • Securities Issuance by Quotation


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 LP San Diego Details


A California LP is a partnership formed by two or more persons who associate to conduct business as co-owners with at least one “general” partner and at least one “limited” partner. General partners manage and control the California LP, and in doing so have unlimited personal responsibility for all the debts, liabilities, and other obligations of the LP. Limited partners, on the other hand, are not personally responsible for the debts, liabilities, and other obligations of the California LP unless they participate in management of the limited partnership, in which case they are treated as general partners because they have acted as general partners.


Two or more individuals, partnerships, limited partnerships, trusts, estates, association, corporations, or LLCs may form a California LP. California Corporations Code § 15901.02(m), (p), (q), (y).

A California LP must have at least one “general partner” and at least one “limited partner.” General partners participate in the management of a California LP while limited partners do not participate in management.

Attorneys, accountants, architects, and medical professionals are not permitted to perform services as a California LP.


A California LP is formed by filing an executed and acknowledged Certificate of Limited Partnership with the California Secretary of State. California Corporations Code § 15902.01. The filing fee for a Certificate of Limited Partnership is $70.00. California Government Code § 12188(b). While an oral partnership agreement is legally acceptable for a California LP, a written partnership agreement is strongly suggested. California Corporations Code § 15901.02(x), 15902.01.

Personal Liability

General partners of a California LP are personally liable, jointly and severally, for limited partnership obligations under the same guidelines as a partner in a general partnership.

Limited partners of a California LP are not personally liable for the debts and obligations of the limited partnership unless the limited partner participates in management of the limited partnership.


The names of general partners of a California LP are public record upon filing of the Certificate of Limited Partnership. Names of limited partners of a California LP are not public record.


The general partner or partners of a California LP manage the limited partnership and may be compensated for such management. Mutual agency applies to California limited partnerships.


Cash and property contributions by partners are the primary source of capital for California limited partnerships. The limited liability and pass-through tax treatment make California limited partnership interests attractive to investors who contribute in exchange for limited partner status. However, the inability of limited partners to partake in management without incurring general partner liability makes limited partnerships unattractive to venture capitalists or other investors who wish to partake in management.

Interests in a California LP, both general and limited, may be issued in more than one class, with each class having different rights, powers, and duties. California Corporations Code §§ 15903.07, 15904.09.

Securities Issues

General partnership interests of a California LP are generally not characterized as securities. Limited partnership interests of a California LP are generally characterized as securities.

Federal Securities Issues

Federal securities laws should be considered for offers and sales of limited partnership interests of a California LP. Regulatory filings may be required either to qualify an offering and sale or to receive an exemption.

California Securities Issues

All offers and sales of securities in California, unless otherwise exempted, require qualification with the Commissioner of Corporations. One or more filings may be required either to qualify an offering and sale or to receive an exemption. California Corporations Code §§ 25000-25707; 10 California Code of Regulations §§ 250.9-260.617.

Other State Securities Issues

The securities laws of other states (commonly referred to as “blue sky” laws) may also apply and should be considered when limited partnership interests of a California LP are offered or sold outside California.


Unless a California LP elects to be taxed as a corporation, it is taxed in the same pass-through manner as a general partnership. California limited partnerships are also subject to an annual franchise tax paid to the State of California Franchise Tax Board. California Revenue and Taxation Code §§ 17935, 23153. Employment taxes and workers’ compensation insurance are required on employees’ wages.

Ownership Changes

A limited partnership interest of a California LP is the personal property of the limited partner and, as such, is transferrable in whole or in part. Transfer of a California limited partnership interest does not dissolve a California limited partnership or entitle the transferee to become a partner. California Corporations Code §§ 15907.01-15907.02.


A California LP dissolves and its activities are wound up when: (a) an event specified in the limited partnership agreement occurs; (b) all general partners and limited partners owning a majority of the rights to receive distributions consent; or (c) a general partner departs under certain circumstances. California Corporations Code § 15908.01.

Pricing Assumptions

The organization of a California LP for $2,570.00 assumes acceptance by all proposed partners of the first draft of the limited partnership agreement. Negotiated amendments to the partnership agreement available by quotation. Filings required by applicable federal and blue sky securities laws available for additional fees and with additional costs.

California Limited Partnership Questions?

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