• What is the difference between a limited liability company and a limited liability partnership?

• What do I have to do to form a limited liability partnership?

• Must all partners sign the Registration form?

• What is an agent for service of process?

• How do I cancel my limited liability partnership?

What is the difference between a limited liability company and a limited liability partnership?

Limited liability partnerships are entities that shall engage in the practice of public accountancy, the practice of law or the practice of architecture. A limited liability partnership shall have two or more licensed partners.

Limited Liability Companies consist of one or more members which may be individuals, partnerships, limited partnerships, trusts, estates, associations, corporations, other limited liability companies or other business entities. The members of a limited liability company are afforded limited liability similar to shareholders of a corporation and have pass-through taxes comparable to a partnership.

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What do I have to do to form a limited liability partnership?

A registered limited liability partnership or foreign limited liability partnership shall complete and file a Registered Limited Liability Partnership Registration form (LLP1) with the Secretary of State. The filing fee is $70.00.

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Must all partners sign the Registration form?

The Registration must be executed by one or more partners authorized to do so.

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What is an agent for service of process?

An agent is an individual (partner or any other person, whether or not affiliated with the partnership) who resides in California or a corporation designated by the limited liability partnership to accept service of process if the partnership is sued. The agent must agree to accept service of process on behalf of the partnership prior to designation.

If a corporation is designated as agent, that corporation must have previously filed with the Secretary of State a certificate pursuant to Corporations Code section 1505. Note, a limited liability partnership cannot act as its own agent and no domestic or foreign corporation may file pursuant to section 1505 unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the Secretary of State.

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How do I cancel my limited liability partnership?

The limited liability partnership must complete and file a Notice of Change of Status (LLP-4) with the Secretary of State. The filing fee is $30.00.

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