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determined to have been a general partner in the partnership for
Federal income tax purposes when the AVA 1984 Form 1065 was
signed by Mr. Voyer, on February 1, 1985, then such return is
valid. We must, thus, determine whether AMCOR was a partner in
the partnership on February 1, 1985.
c. California Revised Limited Partnership Act; AVA
Limited Partnership Agreement
CRLPA section 15641 provides as follows:
�15641. Admission of additional general partners
Unless otherwise provided in the partnership
agreement, after the filing of a certificate referred
to in Section 15621, a general partner may be admitted
only (a) with the written consent of each general
partner and such affirmative vote of limited partners
as is required in accordance with the provisions of
subdivision (f) of Section 15636 and the last paragraph
of Section 15636 or (b) with the written consent of
each partner in accordance with the provisions of
subdivision (c) of Section 15681.
Cal. Corp. Code sec. 15641 (West 1991).
As set forth supra in section III.A.2, section 11.1.e of the
AVA limited partnership agreement accorded to the general
partners the “right and authority, without the requirement of
obtaining the approval or consent of the Limited Partners, to
admit an additional Co-General Partner to the Partnership”. The
agreement, therefore, provided an alternative to the otherwise
mandatory provisions of CRLPA section 15641 (requiring some form
of assent by the limited partners). Pursuant to CRLPA section
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