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LP-2 Instructions

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Item 8. Enter the name and address of each general partner whose address has changed. Please do not

abbreviate the name of the city. If more than one general partner has changed their address,

attach additional pages.

Item 9.

Enter the previous and current name of each general partner whose name has changed. If more

than one general partner has changed their name, attach additional pages.

Item 10. Enter the name of each general partner that has dissociated. If more than one general partner has

dissociated, attach additional pages.

Item 11. This box may be checked if the limited partnership has dissolved. (Section 15908.03.) Note: To

cancel the limited partnership, the limited partnership also must file a Certificate of Cancellation

(Form

LP-4/7).

Form

LP-4/7

available

the

Secretary

State’s

website

Items

Enter the name and address of the person(s) authorized to wind up the affairs of the dissolved

12 & 13.

limited partnership and check the box in Item 13 to confirm the limited partnership is dissolved and

does not have a general partner. (Section 15908.03.)

Item 14. Form LP-2 must be signed: (1) by at least one general partner; (2) by each general partner designated in

Item 7 as a new partner; and (3) by each dissociated general partner named in Item 10 unless the

dissociated general partner previously has filed a Certificate of Dissociation (Form LP-101) with the

California Secretary of State. (Section 15902.04.) Form LP-101 is available on the Secretary of State’s

website at



If the limited partnership is dissolved and a person other than a general partner has been appointed to

wind up the affairs of the limited partnership (Item 12), Form LP-2 must be signed by that person.

(Section 15902.04.)



If Form LP-2 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 15902.05.)



If Form LP-2 is signed by an attorney-in-fact, the signature should be followed by the words “Attorney-in-

fact for (name of the partner).” (Section 15902.04.)



If an association is designated as a general partner, the person who signs for the association should state

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



If a trust is designated as a general partner, Form LP-2 should be signed by a trustee 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).



If additional signature space is necessary, the signatures may be made on an attachment to Form LP-2.

Any attachments to Form LP-2 are incorporated by reference and made part of Form LP-2. All attachments should be

8 ½” x 11”, one-sided and legible.

LP-2 INSTRUCTIONS (REV 01/2010)

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

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