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.

Forms

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

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:

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).

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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.

Complete Form LLP–2 as follows:

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:

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:

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:

Filing Fee

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

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