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HomeCorporations CodeGENERAL PROVISIONSCh. 5Art. 9§ 16901 Partnership Merger Definitions

§ 16901 Partnership Merger Definitions

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
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§ 16901 Partnership Merger Definitions

This law spells out the exact meanings of words like “partner,” “limited partnership,” “surviving partnership,” and “disappearing other business entity” that are used when businesses merge together.

Key Takeaways

  • •Defines many terms needed for business mergers, like “constituent partnership,” “surviving partnership,” and “disappearing other business entity.”
  • •Separates businesses that are created in this state (domestic) from those created elsewhere (foreign).
  • •Lists what counts as an “other business entity” – limited partnerships, LLCs, corporations, trusts, etc., but not regular partnerships.

Example

A local bakery that is organized as a partnership joins with a bigger limited liability company (LLC) to run the store together.

When the partnership merges into the LLC, the partnership is called the “disappearing partnership” and the LLC becomes the “surviving other business entity.” The law tells everyone exactly which name to use for each part of the deal.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 16901 Partnership Merger Definitions

In this article, the following terms have the following meanings: (1) “Constituent other business entity” means any other business entity that is merged with or into one or more partnerships and includes a surviving other business entity. (2) “Constituent partnership” means a partnership that is merged with or into one or more other partnerships or other business entities and includes a surviving partnership. (3) “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity. (4) “Disappearing partnership” means a constituent partnership that is not the surviving partnership. (5) “Domestic” means organized under the laws of this state when used in relation to any partnership, other business entity, or person (other than an individual). (6) “Foreign other business entity” means any other business entity formed under the laws of any state other than this state or under the laws of the United States or of a foreign country. (7) “Foreign partnership” means a partnership formed under the laws of any state other than this state or under the laws of a foreign country. (8) “General partner” means a partner in a partnership and a general partner in a limited partnership. (9) “Limited liability company” means a limited liability company created under Title 2.6 (commencing with Section 17701.01), or comparable law of another jurisdiction. (10) “Limited partner” means a limited partner in a limited partnership. (11) “Limited partnership” means a limited partnership created under Chapter 3 (commencing with Section 15611) or Chapter 5.5 (commencing with Section 15900), predecessor law, or comparable law of another jurisdiction. (12) “Other business entity” means a limited partnership, limited liability company, corporation, business trust, real estate investment trust, or an unincorporated association (other than a nonprofit association), but excluding a partnership. (13) “Partner” includes both a general partner and a limited partner. (14) “Surviving other business entity” means an other business entity into which one or more partnerships are merged. (15) “Surviving partnership” means a partnership into which one or more other partnerships or other business entities are merged. (Amended by Stats. 2014, Ch. 64, Sec. 6. (AB 2742) Effective January 1, 2015.)

Last verified: January 10, 2026

Key Terms

partnershipliabilitygeneral partnercorporationreal estatemergerfinejurisdiction

Related Statutes

  • § 16908 Entity Conversion To Partnership
  • § 16909 Entity Conversion Continuity
  • § 16905 Foreign Partnership Conversion Rules
  • § 16914 Merger Effects On Partnerships
  • § 16916 Partnership Real Property Merger

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 16901.
View Official Source