California Business Portal - Limited Partnerships

A limited partnership or domestic limited partnership means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners. [California Corporations Code sections 15611[r] and 15901.02(q).]

What is a foreign limited partnership?

A foreign limited partnership is a partnership formed under the laws of any state other than the State of California or under the laws of a foreign country and having one or more general partners and one or more limited partners (or their equivalents under any name). [California Corporations Code section 15901.02(k).]

How do I form a limited partnership in California?

To form a domestic limited partnership, the general partners shall execute, acknowledge, and file a Certificate of Limited Partnership (Form LP-1). In addition, before or after the filing of a certificate, the partners shall have entered into a partnership agreement. The certificate shall be filed in the Office of the Secretary of State. (California Corporations Code section 15902.01.)

Before transacting intrastate business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State an Application for Registration (Form LP-5), a form prescribed by the Secretary of State, as a foreign limited partnership, which is signed and acknowledged by a general partner. (California Corporations Code section 15909.02.)

The filing fee for filing either a Certificate of Limited Partnership (Form LP-1) or an Application for Registration (Form LP-5) is $70.00.

What is an agent for service of process

An agent for service of process 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 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 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.

When filing limited partnership documents, how many copies need to be sent in with the original document?

The Secretary of State will certify two copies of the filed document without charge, provided that the copies are submitted to the Secretary of State with the original to be filed. Any additional copies submitted with the original will be certified upon request and payment of the $8.00 per copy certification fee.

If more than one limited partnership document is being filed at the same time, should separate checks be submitted for each filing?

It is not necessary to send in separate checks for each filing. However, if one of the documents is not fileable, that document will be rejected and a refund will be sent.

When the state took over the task of registering limited partnerships from the counties in 1984, I did not register my limited partnership with the Secretary of State's Office. If I now want to cancel my partnership at the county level because my limited partnership is no longer conducting business, why must I now register with the state?

The county has no statutory authority to cancel a limited partnership. If proof of cancellation is required, the limited partnership must first register with the Secretary of State (see How do I form a limited partnership in California?). Once registered, the limited partnership must file the appropriate cancellation documents with the Secretary of State (see How do I cancel a limited partnership?).

In some cases, other agencies may accept a Certificate of Nonfiling (Form LP-205) in lieu of a certified copy of a Certificate of Cancellation. A Certificate of Nonfiling is proof that a limited partnership has never registered with the Secretary of State. Fees and instructions for ordering a Certificate of Nonfiling are included on the Business Entities Records Order Form.

If a limited partnership checked "final" on its last tax return, why is it still showing as "active" on the Secretary of State's records?

The Franchise Tax Board does not notify the Secretary of State when a final tax return is filed. To cancel a limited partnership, appropriate cancellation documents must be filed with the Secretary of State . (See How do I cancel a limited partnership?)

How do I cancel a limited partnership?

Domestic limited partnerships: To cancel the Certificate of Limited Partnership of a California limited partnership (LP), the limited partnership must file with the Secretary of State a Certificate of Dissolution (Form LP-3) and Certificate of Cancellation (Form LP-4/7). However, if the limited partnership is governed by the Uniform Limited Partnership Act of 2008 (the Act of 2008), only Form LP-4/7 is required.

Registered foreign limited partnerships: To cancel the Application for Registration of a foreign limited partnership, the foreign limited partnership must file with the Secretary of State a Certificate of Cancellation (Form LP-4/7).

ACT OF 2008: A domestic limited partnership is subject to the Act of 2008: (1) if it was formed on or after January 1, 2008; or (2) if it was formed prior to January 1, 2008, and has elected to be governed by the Act of 2008. All foreign limited partnerships, regardless of when they registered in California, are subject to the Act of 2008. Effective January 1, 2010, all California limited partnerships will be subject to the Act of 2008. The Act of 2008 can be found in the California Corporations Code commencing with Section 15900.

What is the difference between a Certificate of Dissolution (Form LP-3) and a Certificate of Cancellation (Form LP-4/7)?

A Certificate of Dissolution (Form LP-3) is filed when a domestic limited partnership that is not subject to the Uniform Limited Partnership Act of 2008 (the Act of 2008) has decided to terminate but is still in the process of winding up its affairs. A domestic limited partnership that is not subject to the Act of 2008 must file a Certificate of Dissolution prior to or simultaneously with the Certificate of Cancellation (Form LP-4/7). A foreign limited partnership is not required to file a Certificate of Dissolution.

A Certificate of Cancellation (Form LP-4/7) is filed by a either a domestic or foreign limited partnership once all assets have been distributed. This filing officially terminates the limited partnership.

There is no fee for filing either form.