What law governs the relations among the partners of a limited partnership and what law governs the relations between the partners and a limited partnership? Section 15901.06 of the California Corporations Code provides a partial answer to both of these questions. It provides that the law of California "governs relations among the partners of a limited partnership and between the partners and the limited partnership . . .". The statute provides a partial answer because the California Uniform Limited Partnership Act of 2008 defines a "limited partnership" as an entity formed under that act or that becomes subject to that act as a result of conversion or the transition provisions of the act with respect to preexisting entities. Cal. Corp. Code § 15901.02(q).
The remaining part of the answer is supplied by Section 15909.01 which provides that the laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partner of the foreign limited partnership and between the partners and the foreign limited partnership. A "foreign limited partnership" is a partnership formed under the laws of a jurisdiction other than California and required by those laws to have one or more general partners and one or more limited partners. Cal. Corp. Code § 15901.02(k). The term includes a foreign limited liability limited partnership. Id.