Uniform LP Act 2008

Under California’s Uniform Limited Partnership Act, a judgment creditor of a limited partner cannot seize or attach the LP interest directly—the charging order is the exclusive remedy, and it grants only the right to receive distributions if and when they are made, with no management rights and a potential phantom income trap for the unwary creditor.

A California limited partnership exists only after a certificate is filed with the Secretary of State—persons who operate as an LP before that filing face personal general-partner liability for all partnership obligations.

General partners manage; limited partners invest—but ULPA provides a flexible framework that partnership agreements can customize, including granting limited partners governance rights without destroying their shield.