Instructions For Completing The Certificate Of Continuation (Form Lp-8) printable pdf download

INSTRUCTIONS FOR COMPLETING THE CERTIFICATE OF CONTINUATION (FORM LP-8)

For

easier

completion,

this

form

available

the

Secretary

State's

website

and can be viewed, filled in and printed from your computer. The completed

form can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944225, Sacramento, CA

94244-2250 or delivered in person to the Sacramento office, 1500 11

Street, 3

Floor, Sacramento, CA 95814.

If you are not completing this form online, please type or legibly print in black or blue ink. This form is only

filed in the Sacramento office.

LEGAL AUTHORITY: Statutory filing requirements are found in California Corporations Code section 15623(c). All

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

•

Form LP-8 can be filed by a domestic (California) limited partnership to continue its existence in California if the

limited partnership: (1) was formed prior to January 1, 2008 and has not elected to be governed by the Uniform

Limited Partnership Act of 2008 (the Act of 2008); (2) previously filed a Certificate of Dissolution

(Form

LP-3)

pursuant to Section 15623(a); (3) has not already cancelled, merged out of existence in California or converted into

another business entity type; and (4) has grounds for continuation that meet the criteria specified by Section

15623

(see Item 3).

•

It is recommended that legal counsel be consulted prior to submitting Form LP-8 to ensure that all issues are

appropriately addressed.

ACT OF 2008: A California 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.

Effective January 1, 2010, all California limited partnerships will be subject to the Act of 2008 commencing with Section

15900.

FEES: The fee for filing Form LP-8 is $30.00. There is an additional $15.00 special handling fee for processing a

document delivered in person to the Sacramento office. The special handling fee must be remitted by separatelly for

each submittal and will be retained whether the document is filed or rejected. The preclearance and/or expedited filing

of a document within a guaranteed time frame can be requested for an additional fee (in lieu of the special handling

fee). Please refer to the Secretary of State’s website at

precexp.htm

for detailed

information regarding preclearance and expedited filing services. The special handling fee or preclearance and

expedited filing services are not applicable to documents submitted by mail. Check(s) should be made payable to the

Secretary of State.

COPIES: 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 document to be filed. Any additional copies submitted will be certified

upon request and payment of the $8.00 per copy certification fee.

Complete the Certificate of Continuation (Form LP-8) as follows:

Item 1.

Enter the file number issued by the California Secretary of State.

Item 2.

Enter the name of the limited partnership exactly as it is of record with the California Secretary of State.

Item 3.

Check the appropriate box(es) to indicate the grounds for the continuation of the limited partnership.

Item 4.

Form LP-8 must be signed by all of the general partners or a lesser number provided in the Certificate of

Limited Partnership. (Section 15624.) If additional signature space is necessary, the signatures may be

made on an attachment to Form LP-8.

•

If Form LP-8 is filed by any person other than the general partner(s), the signature must be followed by

the words “signature pursuant to Section

” identifying the appropriate statutory authority.

(Section 15625(c).)

•

If Form LP-8 is signed by an attorney-in-fact, the signature should be followed by the words

“Attorney-in-fact for (name of partner).” (Section 15624.)

•

If Form LP-8 is signed by a general partner who is an association, the person who signs for the

association should state the exact name of the association, his/her name and position/title.

•

If Form LP-8 is signed by a general partner who is a trust, the trustee should sign as follows: _________ ,

trustee for __________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee

of the Lincoln Family Trust (U/T/A 5-1-94).

Any attachments to Form LP-8 are incorporated by reference and made part of Form LP-8. All attachments should be

8½” x 11”, one-sided and legible.

Instructions For Completing The Certificate Of Continuation (Form Lp-8)

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