Limited Liability Partnership Filing Tips

Many documents cannot be filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. The following filing tips are designed to help you meet the minimum filing requirements of the California Corporations Code. They are not intended to provide legal or business advice. If you have specific legal questions or concerns, please consult a private attorney.

Note: The filing tips on this webpage address the issues which most frequently cause the Secretary of State to return a proposed document. These filing tips do not address all requirements. Please refer to the applicable document sample or form, available on our Forms, Samples and Fees webpage, for complete filing instructions, fees and any additional requirements.

Forms

Copies

  • For documents with a filing fee of $25.00 or more: Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5.00 certification fee at the time of submission. To get additional copies, include a separate request and payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.
  • For documents with no filing fee or a filing fee that is less than $25.00: To get a copy of the filed document, include a separate request and payment for copy fees when the document is submitted for filing. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.
  • For information about ordering copies after a document has been filed, go to Information Requests.

Filing Options

The completed form/document, along with the applicable filing fee, can be submitted to our Sacramento office: (1) by mail; (2) dropped off at our public counter along with a separate non–refundable $15 special handling fee; or (3) dropped off at our public counter using our preclearance and/or expedited filing services. The preclearance and/or expedited filing of the document within a guaranteed time frame can be requested for a specified non–refundable fee (in lieu of the special handling fee). See Service Options to determine which service will meet your needs. Check(s) should be made payable to the Secretary of State.


Application to Register (Form LLP–1)

Legal Authority

Statutory filing requirements are found in California Corporations Code sections 16953 (for California registered limited liability partnerships) and 16959 (for foreign limited liability partnerships). All statutory references below are to the California Corporations Code, unless otherwise stated.

Additional Requirement

If you are registering a foreign limited liability partnership, a Certificate of Good Standing, issued within the last six months by the agency in the state or country where the foreign limited liability partnership is formed, must be attached to Form LLP-1 at the time of filing.

Complete Form LLP–1 as follows:

  • Item 1 [Name to be used for this LLP in California]:
    List the proposed name of the limited liability partnership. The name must end with: Registered Limited Liability Partnership, Limited Liability Partnership, L.L.P., LLP, R.L.L.P., or RLLP. (Sections 16952 and 16958.)
  • Item 2 [Place of Formation] (check only one box):

    • Item 2a: Check the box if you are registering a California registered limited liability partnership that is formed under the laws of California; or
    • Item 2b: Check the box if you are registering a foreign limited liability partnership that is formed under the laws of another state or country, and list that state or country.
  • Item 3 [LLP Addresses]:

    • Item 3a: List the street address of the limited liability partnership’s principal office. Do not use a P.O. Box address or abbreviate the name of the city.
    • Item 3b: If different from the street address in Item 3a, list the mailing address of the limited liability partnership’s principal office.
  • Item 4 [Service of Process]:

    • Item 4a: List the name of the agent for service of process. The agent for service of process must be: (1) a person who lives in California or (2) an active corporation in California that has filed a certificate pursuant to Section 1505.
    • Item 4b: If the agent for service of process listed in Item 4a is a person (not a corporation), list the agent’s California address. Do not complete Item 4b if the agent for service of process is a corporation as the corporate agent's address for service of process is already on file.
    An "agent for service of process" is an individual (partner or any other person, whether or not affiliated with the limited liability partnership) who resides in California or a corporation designated to accept service of process if the limited liability partnership is sued. Note: A limited liability partnership cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the limited liability partnership prior to designation.
  • Item 5 [Type of Business] (Section 16101(6)(A) and 16101(8)(A). (check only one box):

    • Check the box next to the applicable profession. (Sections 16101(6)(A) and 16101(8)(A).) Note: Unless changed by law, the inclusion of the practice of "architecture" extends until January 1, 2019, and the practice of "Engineering" and "Land Surveying" extends until January 1, 2019. (Sections 16101(19) and 16101(20)); or
    • If the business of your limited liability partnership is to provide services or facilities to a California registered limited liability partnership whose business is the practice of public accountancy or law, or to a foreign limited liability partnership, check the box next to "Related to" and list the name of the limited liability partnership exactly as it appears on the records of the California Secretary of State. (Sections 16101(6)(A) and 16101(8)(A).)
  • Signature Requirement:
    • California registered limited liability partnerships: Form LLP–1 must be signed by one or more authorized partners.
    • Foreign limited liability partnerships: Form LLP–1 must be signed by a person with authority to do so under the laws of the state or country where the foreign limited liability partnership is formed.

Filing Fee

The fee for filing Form LLP–1 is $70. (California Government Code section 12189.)

Minimum Tax Requirement:

Filing Form LLP-1 will obligate most limited liability partnerships to pay an annual minimum tax of $800 to the California Franchise Tax Board pursuant to California Revenue and Taxation Code section 17948. For more information, please refer to the California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) (PDF).

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Amendment to Registration (Form LLP–2)

Legal Authority

Statutory filing requirements are found in California Corporations Code section 16954 (for California registered limited liability partnerships) and 16960 (for foreign limited liability partnerships). All statutory references below are to the California Corporations Code, unless otherwise stated.

Additional Requirement

If the limited liability partnership is a registered foreign limited liability partnership and the name of that limited liability partnership has changed, include a certificate by the agency where the foreign limited liability partnership was organized, certifying that the limited liability partnership is in good standing and that the name was changed according to the laws of that jurisdiction.

Complete Form LLP–2 as follows:

  • Item 1 [LLP's File No.]:
    If known, list the 12–digit file number issued to the limited liability partnership by the California Secretary of State.
  • Item 2 [LLP'S Exact Name]:
    List the name of the limited liability partnership exactly as it currently appears on the records of the California Secretary of State.

Items 3–6: Only complete the information that will change by the filing of Form LLP–2. If you need more space or need to include any other matters, include the information in an attachment to Form LLP–2:

  • Item 3 [New LLP Name]:
    List the new name of the limited liability partnership. The name must end with: Registered Limited Liability Partnership, Limited Liability Partnership, L.L.P., LLP, R.L.L.P., or RLLP. (Sections 16952 and 16958.)
  • Item 4 [New LLP Address]:

    • Item 4a: List the new street address of the limited liability partnership's principal office. Do not use a P.O. Box address or abbreviate the name of the city.
    • Item 4b: List the new mailing address of the limited liability partnership's principal office. Do not abbreviate the name of the city.
  • Item 5 [New Agent/Address for Service of Process]:

    • Item 5a: List the name of the new agent for service of process. The agent for service of process must be: (1) a person who lives in California or (2) an active corporation in California that has filed a certificate pursuant to Section 1505.
    • Item 5b: If the agent for service of process listed in Item 5a is a person (not a corporation), list the agent’s California address. Do not complete Item 5b if the agent for service of process is a corporation as the corporate agent's address for service of process is already on file.
    An "agent for service of process" is an individual (partner or any other person, whether or not affiliated with the limited liability partnership) who resides in California or a corporation designated to accept service of process if the limited liability partnership is sued. Note: A limited liability partnership cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the limited liability partnership prior to designation.
  • Item 6 [New Type of Business] (check only one box):
    • Check the box next to the profession that the members of your limited liability partnership are authorized to practice. Note: Unless changed by law, the inclusion of the practice of "architecture" extends until January 1, 2019, and the practice of "Engineering" and "Land Surveying" extends until January 1, 2016.; or
    • If the business of your limited liability partnership is to provide services or facilities to a California registered limited liability partnership whose business is the practice of public accountancy or law, or to a foreign limited liability partnership, check the box next to "Related to" and list the name of the limited liability partnership exactly as it appears on the records of the California Secretary of State.
  • Form LLP–2 must be signed by an authorized person.

Filing Fee

The fee for filing Form LLP–2 is $30. (California Government Code section 12189.)

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Alternative Security Provision (Form LLP–3)

Legal Authority

Statutory filing requirements are found in California Corporations Code sections 16956(b) and 16956(c). All statutory references below are to the California Corporations Code, unless otherwise stated.

At the time of registration in California, and at all times during which the limited liability partnership transacts intrastate business in California, the limited liability partnership is required to provide security for claims against it. (Section 16956(a).) If the limited liability partnership chooses to comply with the alternative security provisions of Sections 16956(a)(1)(D), 16956(a)(2)(D), 16956(a)(3)(D) or 16956(a)(4)(D), to confirm compliance, Form LLP–3 must be filed with the California Secretary of State each year within 4 months of the end of the LLP’s fiscal year.

Complete Form LLP-3 as follows:

  • Item 1 [LLP's File No.]:
    If known, list the 12–digit file number issued to the limited liability partnership by the California Secretary of State.
  • Item 2 [LLP's Exact Name]:
    List the name of the limited liability partnership currently of record with the California Secretary of State.
  • Item 3 [Place of Formation]:
    List the state or country where the limited liability partnership is formed.
  • Item 4 [LLP Address]:
    List the address of the limited liability partnership’s principal office.
  • Item 5 [Statement Pursuant to Section 16956]:
    The statement is required by Section 16956(b) and should not be altered. Note: Form LLP-3 must be filed with the California Secretary of State only if you choose to satisfy the alternative security provisions of Section 16956. If you have any questions about the requirements of providing security for claims against the LLP, it is recommended you consult with private legal counsel.
  • Item 6: Form LLP–3 must be signed by an authorized person.

Filing Fee

There is no fee for filing your first Form LLP-3 if you submit the form along with your Application to Register (Form LLP–1). At all other times, the fee for filing Form LLP–3 is $30. (California Government Code section 12189.)

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Notice of Change of Status (Form LLP–4)

Legal Authority

Statutory filing requirements are found in California Corporations Code section 16954 (for California registered limited liability partnerships) and 16960 (for foreign limited liability partnerships). All statutory references below are to the California Corporations Code, unless otherwise stated.

Upon the filing of Form LLP-4 by the California Secretary of State, the registration of the limited liability partnership will be cancelled in California.

Complete Form LLP-4 as follows:

  • Item 1 [LLP's File No.]:
    If known, list the 12–digit file number issued to the limited liability partnership by the California Secretary of State.
  • Item 2 (LLP's Exact Name]:
    List the name of the limited liability partnership currently of record with the California Secretary of State.
  • Item 3 [Status Change] (check only one box):
    • Check the first box if your California registered limited liability partnership is no longer a registered limited liability partnership;
    • Check the second box if your foreign limited liability partnership is no longer a foreign limited liability partnership; or
    • Check the third box if your foreign limited liability partnership is still a foreign limited liability partnership, but is now withdrawing its registration in California.
    Note: For information about filing your final annual tax return, please contact the California Franchise Tax Board at (800) 852–5711 (from within the U.S.) or (916) 845–6500 (from outside the U.S.) or go the California Franchise Tax Board's website.
  • Item 4: Form LLP–4 must be signed by one or more authorized partners.

Filing Fee

The fee for filing Form LLP–4 is $30. (California Government Code section 12189.)

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Resignation of Agent For Service of Process (Form RA–100)

  • The current agent for service of process must be entered in Item 3. (Corporations Code section 16309.)
  • If the limited liability partnership's current agent for service of process is a corporation, the corporation's name must be entered in Item 3 and Form RA-100 must be signed by an authorized representative of the registered corporate agent and the title of office of the authorized representative must be stated. (Corporations Code section 16309.)
  • A limited liability partnership may change the name and/or address of its agent for service of process by filing an Amendment to Registration (Form LLP–2). (Corporations Code section 16954 and 16960.) Form RA–100 should not be used.

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