How Can I Track Down cpies of Partnership Agreements
April 2, 2021 8:52 PM   Subscribe

I have recently found that I am a limited partner in my family business. I was recently informed of this as I am being asked to vote 2 general partners out of their positions of responsibility to being limited partners. How do I go about getting official documents that are currently not being offered to me by lawyers or family?

The back story is this....

I come from a dairy farm family of 10. In 1987, a partnership was formed where 6 of us became limited partners with the other 4 (two brothers and two sisters) became the general partners. To my recollection, this was done without my knowing. I essentially have not been a part of the dairy since that time.

I had always assumed that the farm was under my mother's name (my father passed away in 1997)

I decided around 2002 that I would take myself out of her will and ask for an early settlement. The family is extremely dysfunctional and did not want to be a part of the dispersal of my mothers property after she passed. I asked her. She agreed. I saw a copy of her will and saw what my percentage was. I accepted what was offered. I sent copies of the agreement to my brothers and sister along with the family attorney, unknowing that I was a limited partner.

The farm recently has been poorly run. Their efforts to turn it around have been stunted by personality conflicts and an unwillingness I've been told of the sisters to work as a team.

I was informed that I was a limited partner when I was asked recently to vote. I have asked the sibling who has contacted me and who wants to keep the dairy going for written statements as to how they intend to operate the farm in the future, its' current financial status, property appraisals and original agreement, by-laws, etc. As of now, I have received no response from my brother or his lawyer.

My intent is to take myself fully out of the partnership. How to I go about finding the original paperwork and necessary information (most recent appraisals, certified financial statements, etc) on my own. The partnership agreement was filed in the state of California. I was told that I can get copies of the agreement through the Secretary of State
posted by goalyeehah to Law & Government (6 answers total)
If the partnership agreement was, in fact, filed (and kept up to date over the years), then you can get a copy here:

However, given that you're some kind of partner, and they evidently need your signature on something, it behooves them to send you a copy of whatever you ask for to evaluate what they're asking you to vote on. If you were to engage a lawyer to ask for this stuff, their attention might become usefully focused on providing it to you -- if they're screwing you, a lawyer might realize it and make their lives measurably more complicated.

posted by spacewrench at 9:14 PM on April 2

They’re the ones who want something from you; if they want your vote, they’re going to have to give you the paperwork to allow you an understanding of what’s going on first. Otherwise I wouldn’t budge.
posted by Jubey at 10:18 PM on April 2 [1 favorite]

Frankly, I am worried they'll just fake your signature, as none of you are probably wealthy enough to fight this out in court.

If you have any lawyer friends in civil law, I'd have one send a sternly worded letter "I am not making any decisions until I see all the paperwork as well as proposed restructuring plans." This has the effect of notifying them that you're serious, AND that you are NOT making a decision. If they made a decision without you (like, suddenly have a piece of paper saying you gave your vote to X) this will also fight a later court fight... if any.
posted by kschang at 12:28 AM on April 3 [3 favorites]

written statements as to how they intend to operate the farm in the future, its' current financial status, property appraisals and original agreement, by-laws, etc.

Do you actually need these documents to get out of the partnership? It sounds like you would only need them to vote, instead of which you should probably just disentangle yourself now if that's your goal.
posted by trig at 1:04 AM on April 3 [3 favorites]

Yeah I’m with trig - seems like what you need is only a nice clean unilateral way to resign from the firm.
posted by rd45 at 2:03 AM on April 3

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