Instructions For Completing The Certificate Of Limited Partnership

INFORMATION

Newly organized Limited Partnership:

Upon formation of a new limited partnership, a Certificate of Limited Partnership must be completed. Statutory provisions for filing an initial Certificate of

Limited Partnership are found in Section 15621.

Business entities converting to Limited Partnership:

A conversion is a change in the legal structure of a business in which the entity ceases to be one type of entity and becomes another type, while continuing

its existence for all other purposes including property ownership, contract rights, and obligations and relationships with debtors and creditors.

Statutory provisions for conversion purposes for general partnerships, limited partnerships and limited liability companies are found in Sections 15677,

16906, and 17540.

Entities that may convert to the limited partnership structure are general partnerships, limited liability companies, an other business entity, or a foreign

limited partnership or a foreign limited liability company, as applicable. Note: There is nothing in the Corporations Code to allow a domestic corporation to

convert. To effect a conversion the Certificate of Limited Partnership - Conversion (LP-1A) form must be completed. Items 1-10 (Certificate of

Limited Partnership) detailing the required information on the reorganized, newly converted limited partnership must be completed. In addition, Items

2A-E (Statement of Conversion) detailing information about the (former, converting) business from which the conversion originated must be completed.

Filing of the Certificate of Partnership – Conversion (LP-1A) with the Secretary of State has the effect of (a) filing a cancellation by the converting

partnership of any statement of partnership authority filed by it, (b) filing a cancellation by the converting limited liability company pursuant to Section 17356,

and no partnership that has completed the filing is required to file a Certificate of Dissolution or a Certificate of Cancellation. The fee for filing the

Certificate of Limited Partnership - Conversion is thirty dollars ($30).

For further information, contact the Limited Partnership Unit at (916) 653-3365.

Make check(s) payable to the Secretary of State.

Send the executed document and filing fee to:

California Secretary of State

Limited Partnership Unit

P.O. Box 944225

Sacramento, CA 94244-2250

INSTRUCTIONS FOR COMPLETING THE CERTIFICATE OF LIMITED PARTNERSHIP - CONVERSION

Fill in the items as follows: (type or legibly print in black ink)

Item 1.

Enter the name of the limited partnership as it appears in the partnership agreement. The name shall contain the words “limited partnership”

or the abbreviation “L.P.” at the end. The name of the limited partnership may not contain the words “bank,” “insurance,” “trust,” “trustee,”

“incorporated,” “inc.,” “corporation,” or “corp.”. (Section 15612)

Item 2A.-D. Enter the name, type, jurisdiction (state of formation) and California Secretary of State file number, if any, of the converting entity. If a

converting general partnership is involved and has registered only at the county level leave do not enter a file number.

Item 2E.

Execution of this document confirms the following statement which has been preprinted on the form and may not be altered: “The principal

terms of the plan of conversion were approved by a vote of the partners or members, which equaled or exceeded the vote required under

Section 16903 or 17540.3.”

Item 2F.

If a vote of the partners or members was required pursuant to Section 16903 or 17540.3, specify each class entitled to vote on the conversion

and the percentage of vote required of each class.

Item 3.

Enter the complete street address, including the zip code, of the chief executive office of the converted entity. DO NOT enter a P.O. Box

number or abbreviate the name of the city.

Item 4.

Enter the complete street address, including the zip code, of the California address where records are kept. DO NOT enter a P.O. Box

number or abbreviate the name of the city.

Item 5.

Enter the name of the agent for service of process in this state. The agent for service of process must be an individual residing in California

or a corporation which has filed a certificate pursuant to Section 1505. Check the appropriate provision. If an individual is designated

proceed to Item 6. If a corporation is designated, proceed to Item 7 (do not complete Item 6).

Item 6.

If an individual is designated as the agent for service of process, enter the complete business or residence address in California. DO NOT

enter “in care of” (c/o) or abbreviate the name of the city. DO NOT enter an address if a corporation is designated as the agent for service of

process.

Item 7.

Enter the names and addresses, including the zip code, of all general partners. DO NOT abbreviate names of the cities. Attach additional

pages, if necessary.

Item 8.

Indicate the number of general partners’ signatures required for filing certificates of amendment, restatement, merger, dissolution,

continuation, and cancellation.

Item 9.

The Certificate of Limited Partnership may include other matters that the person filing the Certificate of Limited Partnership determines to

include. Other matters may include the purpose of business of the limited partnership (e.g. gambling enterprise). If other matters are to be

included, attach one or more pages setting forth the other matters.

Item 10.

Enter the number of pages attached, if any. All attachments should be 8½” x 11”, one-sided and legible.

Item 11.

The Certificate of Limited Partnership - Conversion shall be executed and acknowledged with the original signatures as required for general

partnerships or limited liability companies that are converting pursuant to Section 16903 or 17540.6(b) or, in the case of foreign other

business entity, by the laws of the home state. A facsimile or photocopy of the signature is not acceptable for the purpose of filing with the

Secretary of State.

All statutory references are to the California Corporations Code unless otherwise stated.

Instructions For Completing The Certificate Of Limited Partnership - Conversion

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