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.
Copies:
- For documents with a filing fee of $25.00 or more: Upon filing, you will be sent one (1) uncertified copy of
your filed document for free. To get additional copies, 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 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: 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.
An "agent for service of process" is an individual (director, officer 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 liablity 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, 2016. (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).)
- Item 6: 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 (pdf ~22KB): 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~197KB).
Back to Top
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.
Complete Form LLP–2 as follows:
- Item 1: If known, list the 12–digit file number issued to the limited liability partnership by the California Secretary of State.
- Item 2: 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: 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.
An "agent for service of process" is an individual (director, officer 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 liablity 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.
- Item 7: 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.)
Back to Top
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: If known, list the 12–digit file number issued to the limited liability partnership by the California Secretary of State.
- Item 2: List the name of the limited liability partnership currently of record with the California Secretary of State.
- Item 3: List the state or country where the limited liability partnership is formed.
- Item 4: List the address of the limited liability partnership’s principal office.
- Item 5: 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.)
Back to Top
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: If known, list the 12–digit file number issued to the limited liability partnership by the California Secretary of State.
- Item 2: 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.)
Back to Top
