How did California historically register a limited partnership and handle changes in general or limited partners?

Plain-English summary

After the California Revised Limited Partnership Act became operative on July 1, 1984, a Board official asked how limited partnerships should be registered under the Sales and Use Tax Law. The March 9, 1987 request is absent, and the May 14 response identifies no taxpayer, partnership, application, permit or transaction.

Assistant Chief Counsel Gary J. Jugum agreed that a limited partnership was not to be registered in the partnership name. Relying on former Corporations Code section 15612's naming requirements, he said the limited partnership name was a DBA and should appear that way on the seller's permit.

All general partners were to be listed as owners on the seller's-permit application. At initial registration and every required reregistration, staff was to obtain a list of all limited partners for file information. The source does not supply an application, list, permit or evidence that the procedure was applied.

A change in general partners required reregistration and a new permit, even if the partnership agreement allowed the remaining general partners to continue under former Corporations Code section 15681. A change only among limited partners did not require a new permit. Jugum said the Board should use the same general-partner-change rule for limited and general partnerships.

The memorandum directed deletion of Business Taxes Law Guide Annotation 410.0220, dated November 21, 1955, because it reflected the rule before codification of limited-partnership law. The source gives no text for that former annotation or implementation record for its deletion.

Source posture

The live 410.0203 annotation retains the July 1, 1984 operative date, DBA treatment, general-partner owner listing, limited-partner file list and permit consequences of general- versus limited-partner changes. It omits the March 9 request, sections 6005, 6066 and 7051, former Corporations Code sections 15612 and 15681, the requirement to obtain limited-partner lists at each required reregistration, the partnership-agreement continuation point, equal treatment of general and limited partnerships for general-partner changes, deletion of Annotation 410.0220, missing records and absence of an applied outcome.

The official one-page PDF has a clean native text layer and no embedded images, so no OCR was required. Both fresh direct PDF downloads and both live-annotation downloads were byte-identical, and the duplicate default PDF text extractions matched. The original-text section remains byte-identical to its committed version and matches the fresh official extraction after removing only the extractor's terminal newline and form feed.

What this means for you

Limited partnerships and tax professionals

Distinguish control-bearing general partners from limited investors and update permits when the managing ownership group changes. Confirm current application, ownership-disclosure and reregistration rules because this page describes an internal 1987 procedure under former entity statutes.

Common questions

Q: How was the partnership name shown?

A: As a DBA on the seller's permit, under the historical procedure.

Q: Who appeared as owners?

A: All general partners were listed as owners on the application; limited partners were listed separately for file information.

Q: Did a limited-partner change require a new permit?

A: No, if only the limited partners changed.

Q: Did a general-partner change require a new permit?

A: Yes, even if the partnership agreement allowed the remaining general partners to continue the business.

Q: When did staff obtain the limited-partner list?

A: At initial registration and at each required reregistration.

Q: Did the memorandum decide an identified taxpayer's permit?

A: No. It states internal procedure and supplies no taxpayer, application, permit or outcome.

Citations and references

• California Revenue and Taxation Code §§ 6005, 6066, and 7051
• Former California Corporations Code §§ 15612 and 15681
• California Revised Limited Partnership Act — described as operative July 1, 1984
• March 9, 1987 request; partnership agreements and records; general- and limited-partner lists; applications; permits; reregistrations; and applied outcomes — described or implicated but not included
• Former Annotation 410.0220, dated November 21, 1955 — identified for deletion but not reproduced

Verbatim support

From the official internal memorandum:

The name of the limited partnership is a “dba” and should be listed as such on the seller's permit.

At the time of initial registration and of each required reregistration, a list of all limited partners should be obtained for file information.

No new permit need be issued where there is a change in limited partners only.

Source

• Annotated Legal Opinions collection: CDTFA Annotated Legal Opinions
• Live annotation: Annotation 410.0203
• Original supporting opinion: 410.0203 PDF

Original ruling text

State of California

Board of Equalization

Memorandum

To:

Mr. P. K. Taylor

From:

Gary J. Jugum

Subject:

Definition of Owner for Purposes of Registration

410.0203

Date:

May 14, 1987

This is in response to your memorandum of March 9, 1987. You have raised certain questions with respect to the registration of limited partnerships under the Sales and Use Tax Law. California has adopted the California Revised Limited Partnership Act with an operative date of July 1, 1984. We have reviewed the Act, together with the relevant sections of the Sales and Use Tax Law, which are sections 6005, 6066 and 7051. First, we are in agreement with your analysis that limited partnerships are not to be registered in the partnership name. Corporations Code section 15612 sets forth certain requirements with respect to naming limited partnerships. The name of the limited partnership is a “dba” and should be listed as such on the seller's permit. Second, the names of all general partners should be listed on the application for seller's permit as owners. At the time of initial registration and of each required reregistration, a list of all limited partners should be obtained for file information. Third, following registration, a new permit should be issued each time there is a change in the general partners of a limited partnership. No new permit need be issued where there is a change in limited partners only. There should be reregistration where there is a change in the general partners, notwithstanding the fact that the limited partnership agreement might permit the business of the partnership to be continued by the remaining general partner or partners, as contemplated by Corporations Code section 15681. In other words, we should apply the same rule for limited partnerships that we follow for general partnerships--reregistration is required in all cases where there is a change in the general partners. Annotation 410.0220, dated November 21, 1955, will be deleted from the Business Taxes Law Guide. That annotation reflects the rule in effect prior to codification of the law of limited partnerships. GJJ:sr cc:

Mr. Donald J. Hennessy
Mr. E.L. Sorensen, Jr.
Mr. David H. Levine