This Partnership Agreement (CA LP) sets forth the powers, responsibilities, and obligations of the partners to a California limited partnership. This template includes practical guidance, drafting notes, and alternate and optional clauses. This template is best suited for an operating business entity, rather than for a limited partnership organized for a specialized purpose such as an investment fund. Counsel should note use of limited partnerships as the legal entity for operating a business has become less common because of certain advantages offered by the limited liability company entity structure. This template has been updated to reflect the revised Internal Revenue Code provisions governing IRS tax audits of partnerships and other entities taxed as partnerships; these rules were passed in the Bipartisan Budget Act of 2015 and took effect on January 1, 2018. For further information, see Partnership Tax Audit Rules. See also Partnership and Other Pass-Through Entities Taxation and Partnership Tax Audit Clauses (Bipartisan Budget Act of 2015). For additional information related to forming a limited partnership in California, see Limited Partnerships (CA) and Formation Checklist (CA LP).