| Forms to use | |
Certificate of Limited Partnership |
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| Types of partners | |
Partnerships have two types of partners: general and limited partners. All partnerships must have
at least one general partner.
Limited partners have limited liability
- Their losses can’t exceed their investment in the partnership.
- They are strictly investors and do not have an active role in the partnership.
General partners have unlimited liability
- Their personal assets may be used to pay partnership debts.
- Partners are automatically general partners unless the partnership agreement clearly states
that they are limited partners and the partnership name includes "limited partnership" or "LP".
This form is only required if you have limited partners!
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| How to complete the form | |
| Lines | What to enter |
| 1 | Partnership name: must have “limited partnership" Or “LP” at the end of it. |
| 2 | Address: No P.O. Boxes! Don’t abbreviate the city name. |
| 3 | Only use if your partnership’s executive office is out of state. |
| 4 | Leave blank (unless your partnership formed prior to July 1, 1984). |
| 5 | List all general partners. If you have more than four, attach their names and addresses on a separate page.
| | 6 | One person (a California resident) to receive official mail (for
lawsuits, etc.) |
| 7 | 0, unless you attach a list of additional information. |
| 8 | Number of general partners’ signatures necessary to dissolve or amend
your partnership Before selecting "all", consider what would happen if one general partner
“disappears”, is out of the country, etc?
Whatever you decide should be documented in your partnership agreement! |
| 9 | Signatures of ALL general partners |
| 10 | Person who will receive acknowledgement that this form was filed. |
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| See an attorney | |
It is critical that you consult an attorney when forming a limited
partnership to protect yourself and the limited partners!
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| Selecting a name | |
You cannot use a limited partnership name that is the same or similar
to a name already registered with the State. Before filing this form, you may check
to verify that your proposed name is available by submitting a
name reservation form. There is a $10 name reservation fee.
You are not required to reserve your proposed name.
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| $800 minimum tax | |
Limited partnerships must pay the State an annual $800 minimum state
tax! See form 565 for details.
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| How to submit | |
Mail the LP-1 form with the $70 filing fee to the Secretary of State’s office, Limited Partnership Division.
California Secretary of State
Document Filing Support
PO Box 944228
Sacramento, CA 94244-2280
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| Questions? | |
Visit http://www.sos.ca.gov/business/be/faqs.htm
or call the Secretary of State’s Limited Partnership Division at (916) 653-3365.
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