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FORM LP-1-INSTR

WWW.

USINESS

7/2000

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

1010 Richards Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

INSTRUCTIONS FOR PREPARING AND FILING THE

CERTIFICATE OF LIMITED PARTNERSHIP

(Section 425D-201, Hawaii Revised Statutes)

Definition of Limited Partnership

A limited partnership is a partnership formed by two or more persons under Chapter 425D, Hawaii Revised Statutes, having as

members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by

the obligations of the partnership.

Limited Partnership Agreement

Persons desiring to form a limited partnership are advised to first enter into a Limited Partnership Agreement, which is not

required to be filed with this department. The information required by the Certificate of Limited Partnership should be obtained

from the Limited Partnership Agreement.

NOTE: An interest in a limited partnership is a security within the meaning of the Uniform Securities Act (Modified),

Chapter 485, Hawaii Revised Statutes. The total number of limited partners, at the time the Certificate of Limited

Partnership is filed, cannot exceed 25, unless the interests are offered in an exempt transaction set forth in Chapter

485, or unless the limited partnership interests have been registered with the Department of Commerce and

names (husband and

Consumer Affairs pursuant to the provisions of Chapter 485. When a contribution is in joint

wife, father

and son, etc.), it is considered as one partner.

If the contribution is in two or more names, it is advisable to indicate in the limited partnership agreement whether the

contribution of the partners is by tenants in common, tenants by the entirety (husband and wife only), or joint tenancy.

The limited partnership agreement states whether the contribution is in cash, property or services rendered.

Certificate of Limited Partnership

Instructions: Certificate must be typewritten or printed in black ink, and must be legible. If additional space is required, use

an attachment. Attachment must be typewritten or printed in black ink on 8-1/2 x 11 white, bond paper, printed only on one

side. All signatures must be in black ink. Submit original certificate and one true copy together with the appropriate fee. The

limited partnership is formed effective on the date of filing of the Certificate of Limited Partnership in compliance with Section

425D-201, Hawaii Revised Statutes.

The certificate must be signed and certified by all general partners. If partner is a corporation, a corporate officer must sign

on behalf of the corporation. If partner is another partnership, a general partner must sign on behalf of the other partnership.

For LLC, must be signed by at least one manager of a manager-managed company or by at least one member of a member-

managed company. For LLP, must be signed by at least one partner.

Line 1.

State the full name of the limited partnership.

Line 2.

State the complete address (including number, street, city, state, and zip code) of the principal place of

business.

Each limited partnership is required to continuously maintain an office in the State of Hawaii at which the

records of the limited partnership will be kept.

Line 3.

State the name(s) and complete address(es) (including city, state, and zip code) of all general partner(s).

There must be at least one general partner.

Line 4.

State the name(s) and complete address(es) of all limited partner(s). There must be at least one limited

partner.

Filing Fees: Filing fee ($50.00) is not refundable. Make checks payable to DEPARTMENT OF COMMERCE

AND CONSUMER AFFAIRS. Dishonored Check ($15 fee plus interest charge).

NOTICE: THIS MATERIAL CAN BE MADE AVAILABLE FOR INDIVIDUALS WITH SPECIAL NEEDS. PLEASE CALL THE

DIVISION SECRETARY, BUSINESS REGISTRATION DIVISION, DCCA, AT 586-2744, TO SUBMIT YOUR REQUEST.

Form Lp-1-Instr - Instructions For Preparing And Filing The Certificate Of Limited Partnership - Department Of Commerce And Consumer Affairs

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