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Instructions for Completing the

Restated Certificate of Limited Partnership (Form LP-10)

Where to File: For easier completion, this form is available on the Secretary of State's website at

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

form along with the applicable fees can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box

944225, Sacramento, CA 94244-2250 or delivered in person (drop off) to the Sacramento office, 1500 11th Street,

3rd 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 filed only in the Sacramento office.

Legal Authority: Statutory filing requirements are found in California Corporations Code section 15902.02. All

statutory references are to the California Corporations Code, unless otherwise stated. Note: Signing Form LP-10

constitutes an affirmation under penalty of perjury that the facts stated in the certificate are true. (Section

15902.08(b).)



Form LP-10 may be filed by a domestic (California) limited partnership to restate in a single certificate all of the

provisions that are in effect contained in the different certificates that were previously filed with the California

Secretary of State. Form LP-10 may also include an amendment of the Certificate of Limited Partnership not

previously filed with the California Secretary of State.



Upon filing Form LP-10, the filed document will supersede the initial Certificate of Limited Partnership and all

amendments thereto.

Fees: The fee for filing Form LP-10 is $30.00. A $15.00 special handling fee is applicable for processing documents

delivered in person (drop off) to the Sacramento office. The special handling fee is in addition to the filing fee, should

be included in a separate check, 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

for detailed information regarding preclearance and expedited filing

services. The special handling fee or preclearance and expedited filings 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 up to two copies of the filed document without charge, provided that the

complete copies with any required attachments are submitted to the Secretary of State with the document to be filed.

Any additional copies submitted will be certified with payment of $8.00 per copy.

Complete the Restated Certificate of Limited Partnership (Form LP-10) as follows:

Item 1.

Enter the file number issued to the limited partnership by the California Secretary of State.

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

Item 2.

Item 3.

If applicable, enter the name of the limited partnership, as amended. The name must end with the words

“Limited Partnership,” or the abbreviation “LP” or “L.P.” and may not contain the words “bank,” “insurance,”

“trust,” “trustee,” “incorporated,” “inc.,” “corporation,” or “corp.” (Section 15901.08.)

Item 4.

Enter the designated office address in California. The “designated office” may, but need not, be the place

of the limited partnership’s activity in California. (Sections 15902.01,

15901.02(e)

and 15901.14.) Please

do not abbreviate the name of the city.

Items

f designating an individual as the agent for service of process, complete Items 5 and 6. If designating a

5 & 6.

corporation as the agent for service of process, complete only Item 5 and proceed to Item 7 (do not

complete Item 6). If a corporation is designated as agent, that corporation must have previously filed with

the California Secretary of State a certificate pursuant to Corporations Code section 1505. The agent

should agree to accept service of process on behalf of the limited partnership prior to designation.

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 California Secretary of State.

LP-10 INSTRUCTIONS (REV 01/2010)

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Instructions For Completing The Restated Certificate Of Limited Partnership (Form Lp-10) - California Secretary Of State

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