Limited 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.
For general information about name availability and name style requirements relating to limited partnerships, please refer to our Name Availability webpage.
Note: The filing tips on this webpage address the issues which most frequently cause the return of a proposed limited partnership document. These filing tips do not address all requirements. Please refer to the applicable form, available on our Forms, Samples and Fees webpage, for complete filing instructions, fees and any additional requirements.
Uniform Limited Partnership Act of 2008: Effective January 1, 2010 all limited partnerships in California are subject to the Uniform Limited Partnership Act of 2008 commencing with California Corporations Code section 15900. Please refer to the Notice of Change (pdf~54KB) for a list of the primary changes.
Certificate of Limited Partnership (Form LP–1) — Domestic Limited Partnerships
- The name of a limited partnership must end with the words "limited partnership" or the abbreviation "LP" or "L.P." (California Corporations Code section 15901.08(b).)
- California Corporations Code section 15902.01(a)(3) requires the Certificate of Limited Partnership to set forth the name (Item 3) of the initial agent for service of process. If the initial agent for service of process is an individual, the certificate also must set forth the address (Item 4) for purposes of service of process. If the initial agent for service of process is a corporation (which corporation must comply with California Corporations Code section 1505 prior to designation), no address is to be entered (complete Item 3 and leave Item 4 blank).
Note: A limited partnership cannot act as its own agent for service of process and only one agent can be designated.
- If a general partner is an entity, the entity's name must be entered in Item 5 and the name and title of the individual signing on behalf of the entity, as well as the entity's name must be entered in Item 7. (California Corporations Code section 15902.04(a)(1).)
- All of the general partners named in Item 5 must sign Form LP-1 in Item 7. (California Corporations Code section 15902.04(a)(1).)
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Application for Registration of Foreign Limited Partnership (Form LP–5) — Foreign Limited Partnerships
- If the foreign limited partnership's name does not end with "limited partnership" or the abbreviation "LP" or "L.P.", in order to obtain a registration with our office, the foreign limited partnership must adopt, for the purpose of transacting business in California, an alternate name that complies with Corporations Code section 15901.08. (California Corporations Code section 15909.02(a)(1).)
Note: If an alternate name is required, in Item 2 enter the foreign name; in Item 1 enter the name the foreign limited partnership will use in California.
- A Certificate of Good Standing (or other record of similar import), issued within the last six months by an authorized public official of the jurisdiction under which the foreign limited partnership is organized, must be submitted with the Application for Registration. (California Corporations Code section 15902.02(b).)
- The name of the limited partnership stated in the Certificate of Good Standing must match exactly the name of the limited partnership on the Application for Registration, including punctuation. However, if the name of the foreign limited partnership does not contain the appropriate ending and a California name is entered in Item 1, the foreign name entered in Item 2 must match exactly to the name in the Certificate of Good Standing. (California Corporations Code section 15909.02.)
- The formation date and place of organization entered in Item 5 must match the information in the Certificate of Good Standing (or other record of similar import). (California Corporations Code section 15909.02.)
- California Corporations Code section 15909.02(a)(4) requires the Application for Registration to set forth the name (Item 6) of the initial agent for service of process. If the initial agent for service of process is an individual, the certificate also must set forth the address (Item 7) for purposes of service of process. If the initial agent for service of process is a corporation (which corporation must comply with California Corporations Code section 1505 prior to designation), no address is to be entered (complete Item 6 and leave Item 7 blank).
Note: A limited partnership cannot act as its own agent for service of process and only one agent can be designated.
- If a general partner is an entity, the entity's name must be entered in Item 8 and the name and title of the individual signing on behalf of the entity, as well as the entity's name must be entered in Item 10. (California Corporations Code section 15909.02.)
- At least one of the general partners named in Item 8 must sign Form LP-5 in Item 10. (California Corporations Code section 15909.02.)
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Amendment to Certificate of Limited Partnership (Form LP–2) — Domestic Limited Partnerships
Legal Authority: Statutory filing requirements are found in California Corporations Code section 15902.02. All statutory references below are to the California Corporations Code, unless otherwise stated. Note: Signing Form LP-2 constitutes an affirmation under penalty of perjury that the facts stated in the certificate are true. (Section
15902.08(b).)
Complete Form LP-2 as follows:
- Item 1: List the 12-digit file number issued to the limited partnership by the California Secretary of State.
- Item 2: List the name of the limited partnership currently of record with the California Secretary of State.
Items 3-7: Only complete the information that will change by the filing of Form LP-2. If you need more space or need to include any other matters, include the information in an attachment to Form LP-2:
- Item 3: List the new name of the limited partnership. The new name:
- Must end with the words "Limited Partnership," "LP" or "L.P." (Section 15901.08(a)); and
- May not contain the words "bank," "insurance," "trust," "trustee," "incorporated," "inc.," "corporation," or "corp." (Section 15901.08(g).)
Please see Name Availability for more information about using a business name in California.
- Item 4: List the limited partnership's new office address in California. The designated office address may, but need not, be the place of the
limited partnership's activity in California. (Sections
15901.02(e),
15901.14 and
15902.01.)
- 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. (Section 15901.16(d).)
- 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. (Section 15901.16(d).)
Note: A limited partnership cannot act as its own agent for service of process; only one agent for service of process can be listed; and the agent for service of process should agree to accept service of process on behalf of the limited partnership prior to designation.
- Item 6: General Partner Changes:
- Item 6a: List the complete name and address of the new general partner. Note: All limited partnerships must have at least one general partner. If the sole general partner has dissociated, the complete name and address of at least one new general partner must be listed.
- Item 6b: List the complete name and the new address of the general partner whose address has changed.
- Item 6c: List the complete old name and the complete new name of the general partner whose name has changed.
- Item 6d: List the complete name of the general partner who has dissociated.
- Item 7: Dissolved Limited Partnership:
- Item 7a: Check the box if the limited partnership has general partners and is dissolved. (Section 15908.03(b)(1).) Do not check the box in Item 7b.
- Item 7b: Check the box if the limited partnership has no general partners and is dissolved. List the name and address of the person appointed to wrap up the affairs of the dissolved limited partnership. (Section 15908.06(c)(2).) Do not select and complete Item 7b if the limited partnership currently has general partners and/or is listing a new general partner in Item 6a.
Note: To terminate the limited partnership, also file a Certificate of Cancellation (Form LP-4/7) with the California Secretary of State. (Section 15902.03.)
- Item 8: Signature Requirements:
- Form LP-2 must be signed: (1) by at least one of the current general partners; (2) by each new general partner listed in item 6a; and (3) by each dissociated general partner listed in item 6d if that person has not filed a Certificate of Dissociation (Form LP-101). (Section 15902.04.)
- If there are no general partners, Form LP-2 must be signed by the appointed person listed in item 7b. (Section 15902.04.)
- If Form LP-2 is signed by any person other than provided for in Section 15902.04, a court order should accompany the form and the signature must be followed by the words "signature pursuant to California Corporations Code section 15902.05." (Section 15902.05.)
- If Form LP-2 is signed by an attorney-in-fact, the signature of the attorney-in-fact should be followed by the words "Attorney-in-fact for (name of the general partner)." (Section 15902.04.)
- If the general partner is an entity/association, the person who signs for the entity/association should state the exact name of the entity/association, his/her name and his/her position/title. Example: ABC Inc., By: John Dawson, Vice-President.
- If the general partner is a trust, a trustee should sign the form as follows: ___________ trustee for ___________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T/A 5-1-94).
Filing Options: The completed form, along with a $30 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 service. 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). Please see Service Options to determine which service will meet your needs. Check(s) should be made payable to the Secretary of State.
Copies: The Secretary of State will certify up to two copies of the filed document without charge, if you provide the complete
copies (with any required attachments) together with the document to be filed. Any additional copies submitted with $8 per copy will be certified.
Note: Before submitting Form LP-2 to the California Secretary of State, check the limited partnership's records to confirm that the general partner(s) appearing on the form (other than a new general partner) is in fact a general partner of record with the California Secretary of State.
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Restated Certificate of Limited Partnership (Form LP–10) — Domestic Limited Partnerships
- The entire Form LP-10 must be completed.
- If a general partner is an entity, the name and title of the individual signing on behalf of the entity, as well as the entity's name must be entered in Item 9. (California Corporations Code section 15902.04.)
Note: Check the records of the limited partnership to confirm that the general partner(s) appearing on Form LP–10 is in fact a general partner of record.
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Certificate of Correction (Form LP–11) — Domestic or Foreign Limited Partnerships
- Form LP-11 can be used to correct a limited partnership record that was previously filed with the California Secretary of State if the record: (1) was filed pursuant to the Uniform Limited Partnership Act of 2008 commencing with California Corporations Code section 15900; and (2) at the time of filing, contained false or erroneous information or was defectively signed. (California Corporations Code section 15902.07.)
- A domestic limited partnership may change its name, the names of its general partners or the name and/or address of its agent for service of process by filing an Amendment to Certificate of Limited Partnership (Form LP-2). (Corporations Code section 15902.02.) Form LP–11 should not be used. (California Corporations Code section 15902.07.)
- A foreign limited partnership may change its name, the names of its general partners or the name and/or address of its agent for service of process by filing an Amendment to Application for Registration (Form LP–6). (Corporations Code section 15909.06.) Form LP-11 should not be used. (California Corporations Code section 15902.07.)
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Amendment to Application for Registration (Form LP–6) — Foreign Limited Partnerships
- If the address of a general partner has changed, in Item 10 enter both the name of the general partner and the general partner's new address. (California Corporations Code section 15909.06.)
- If the name of a general partner is entered in Item 12 as having withdrawn, check the records of the limited partnership to confirm that the listed general partner is in fact a general partner. (California Corporations Code section 15909.06.)
- If a general partner is an entity, the name and title of the individual signing on behalf of the entity, as well as the entity's name must be entered in Item 14. (California Corporations Code section 15909.06.)
Note: Check the records of the limited partnership to confirm that the general partner(s) appearing on Form LP–6 is in fact a general partner of record in California.
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Certificate of Cancellation (Form LP–4/7) — Domestic or Foreign Limited Partnerships
- The 12-digit file number issued by the California Secretary of State must be entered in Item 1 and must match exactly the file number of the entity as it appears on our records. This is important to ensure the correct entity is being terminated.
- Item 3 is reserved for domestic limited partnerships; enter the date the initial Certificate of Limited Partnership was filed. Check the records of the limited partnership to confirm the date entered is correct. (Corporations Code section 15902.03(2).) The date filed can be checked online on the Secretary of State's California Business Search.
Note: Foreign limited partnerships must not complete Item 3.
- If a general partner is an entity, the name and title of the individual signing on behalf of the entity, as well as the entity's name must be entered in Item 6. (Corporations Code section 15909.07.)
Note: Check the records of the limited partnership to confirm that the general partner(s) signing Form LP–4/7 is in fact a general partner of record.
- Form LP–4/7 is reserved for limited partnerships. Other entity types should not use this form.
- Form LP–4/7 can only be filed if the limited partnership has an active or dissolved status. Please check the limited partnership's records and status before submitting documents for filing with our office. The status of the entity can be checked online on the Secretary of State's California Business Search.
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Certificate of Merger (Form OBE MERGER–1) — Merger between Limited Partnerships –or– between Limited Partnerships and Other Business Entities
- The CLASS and NUMBER of outstanding interests/members/shares of each class entitled to vote for both the surviving entity and the disappearing entity must be entered in Item 9 of Form OBE Merger–1. (Corporations Code section 15911.14.)
For example: If a domestic limited partnership (the surviving entity in the merger) is merging with another domestic limited partnership (the disappearing entity in the merger), under the heading "CLASS AND NUMBER" in the "SURVIVING ENTITY" and "DISAPPEARING ENTITY" sections of Item 9:
- Enter the total number of general partners and the total number of limited partners entitled to vote on the merger (e.g., 50 general partners and 25 limited partners); or
- If the limited partnership has issued shares, enter the total number of shares of each class entitled to vote on the merger (e.g., Class A (general partners): 50 shares and Class B (limited partners): 40 shares); or
- If the limited partnership votes are based on a percentage of profits and losses, enter "100% of the partnership interest."
- Item 9 must also state the PERCENTAGE VOTE REQUIRED of the general partners and the PERCENTAGE VOTE REQUIRED of the limited partners. Generally, approval of a majority (or more than 50%) is required. A vote of 50% is not acceptable. (Corporations Code section 15911.14.)
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Resignation of Agent For Service of Process (Form RA–100) — Domestic or Foreign Limited Partnerships
- The correct jurisdiction of organization of the limited partnership must be entered in Item 4. (Corporations Code section 15901.16.)
- The current agent for service of process must be entered in Item 6. (Corporations Code section 15901.16.) Often, the "agent" completing Item 6 is not the agent of record or the agent has already resigned. The name of the limited partnership's current agent for service of process, if any, is available online on the Secretary of State's California Business Search.
- If the limited partnership's current agent for service of process is a corporation, the corporation's name must be entered in Item 6 and Form RA-100 must be signed by an officer of the corporation. (Corporations Code section 15901.16.)
- A domestic limited partnership may change the name and/or address of its agent for service of process by filing an Amendment to Certificate of Limited Partnerships (Form LP–2). (Corporations Code section 15902.02.) Form RA–100 should not be used.
- A foreign limited partnership may change the name and/or address of its agent for service of process by filing an Amendment to Application for Registration (Form LP–6). (Corporations Code section 15909.06.) Form RA–100 should not be used.
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