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.

Name Availability

For general information about name availability and name style requirements relating to limited partnerships, please refer to our Name Availability webpage.

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.



Certificate of Limited Partnership (Form LP–1) — Domestic Limited Partnerships

Legal Authority

Statutory filing requirements are found in California Corporations Code section 15902.01. All statutory references below are to the California Corporations Code, unless otherwise stated.

Complete Form LP-1 as follows:

Filing Fee

The fee for filing Form LP-1 is $70. (California Government Code section 12188.)

Minimum Tax Requirement (pdf ~22KB)

Filing Form LP-1 will obligate most limited partnerships to pay an annual minimum tax of $800 to the California Franchise Tax Board pursuant to California Revenue and Taxation Code section 17935. 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



Application for Registration of Foreign Limited Partnership (Form LP–5) — Foreign Limited Partnerships

Back to Top



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:

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:

Filing Fee:

The fee for filing Form LP-2 is $30. (California Government Code section 12188.)

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.

Back to Top



Restated Certificate of Limited Partnership (Form LP–10) — Domestic Limited Partnerships

Back to Top




Certificate of Correction (Form LP–11) — Domestic or Foreign Limited Partnerships

Back to Top




Amendment to Application for Registration (Form LP–6) — Foreign Limited Partnerships

Back to Top




Certificate of Cancellation (Form LP–4/7) — Domestic or Foreign Limited Partnerships

Back to Top




Certificate of Merger (Form OBE MERGER–1) — Merger between Limited Partnerships –or– between Limited Partnerships and Other Business Entities

Back to Top




Resignation of Agent For Service of Process (Form RA–100) — Domestic or Foreign Limited Partnerships

Back to Top

Business Entities (BE)




Register To Vote Online

Related Links
Legislation
California Codes
California Regulations
Private Service Companies