Instructions For Completing The Amendment To Certificate Of Limited Partnership (Form Lp-2) - California Secretary Of State

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Instructions for Completing the
Amendment To Certificate of Limited Partnership (Form LP-2)
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-2 constitutes an
affirmation under penalty of perjury that the facts stated in the certificate are true. (Section 15902.08(b).)
Fees: The fee for filing Form LP-2 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 Amendment to Certificate of Limited Partnership (Form LP-2) as follows:
Item 1.
Enter the file number issued to the limited partnership 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.
Items
Complete ONLY the items to be amended or added by this filing. Attach additional pages, if necessary. Any
3 - 13.
other matters to be included (e.g., to the extent permitted by law, an amendment to the number of general
partners’ signatures required to file a particular document with the California Secretary of State) may be made
on an attachment to Form LP-2, provided that the information is not inconsistent with law. Any attachments
are incorporated by reference and made part of Form LP-2.
Item 3. 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.)
Enter the designated office address in California. The “designated office” may, but need not, be the
Item 4.
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
I
f designating an individual as the agent for service of process, complete Items 5 and 6. If
5 & 6.
designating a 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.
Item 7.
Enter the name and address of each new general partner. Please do not abbreviate the name of the
city. If there is more than one new general partner, attach additional pages. Note: If a general partner
is a trust, both the name of the trust (including the date of the trust, if applicable) and the trustee
should be listed. Example: Mary Todd, trustee of the Lincoln Family Trust U/T/A 5-1-94.
LP-2 INSTRUCTIONS (REV 01/2010)
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