California Corporations Code 15901.03 – (a) A person knows a fact if the person has actual knowledge of …
(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
Terms Used In California Corporations Code 15901.03
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Fraud: Intentional deception resulting in injury to another.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: includes a corporation as well as a natural person. See California Corporations Code 18
- State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77
(1) knows of it;
(2) has received a notification of it;
(3) has reason to know it exists from all of the facts known to the person at the time in question; or
(4) has notice of it under subdivision (c) or (d).
(c) A certificate of limited partnership on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subdivision (d), the certificate is not notice of any other fact.
(d) A person has notice of:
(1) another person’s dissociation as a general partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a certificate of dissociation pertaining to the other person, whichever occurs first;
(2) a limited partnership’s dissolution, 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;
(3) a limited partnership’s termination, 90 days after the effective date of a certificate of cancellation;
(4) a limited partnership’s conversion under Article 11 (commencing with Section 15911.01), 90 days after the effective date of the certificate of conversion; or
(5) a merger under Article 11 (commencing with Section 15911.01), 90 days after the effective date of the certificate of merger.
(e) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(f) A person receives a notification when the notification:
(1) comes to the person’s attention; or
(2) is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(g) Except as otherwise provided in subdivision (h), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(h) A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)