Instructions For Completing The Certificate Of Dissolution (Form Lp-3) - California Secretary Of State

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Secretary of State
th
rd
Business Entities
1500 11
Street, 3
Floor
(916) 657-5448
Sacramento, CA 95814
Business Programs Division
LIMITED PARTNERSHIP
CANCELLATION FILING REQUIREMENTS
Domestic (California) limited partnerships: To cancel the Certificate of Limited Partnership
of a California limited partnership (LP), the LP must file a Certificate of Dissolution (Form LP-3)
and Certificate of Cancellation (Form LP-4/7). However, if the LP is governed by the Uniform
Limited Partnership Act of 2008 (the Act of 2008), only Form LP-4/7 is required.
Registered foreign (out of state or country) limited partnerships: To cancel the Application
for Registration of a foreign LP, the foreign LP must file a Certificate of Cancellation
(Form LP-4/7).
Upon the filing of the Certificate of Cancellation (Form LP-4/7) by the Secretary of State: (1) the
California limited partnership will be cancelled; or (2) the Certificate of Registration to transact
business in California of the registered foreign limited partnership will be cancelled.
Filing instructions along with the above-mentioned forms are enclosed. Completed forms
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 11th
Street, 3rd Floor, Sacramento, CA 95814. It is recommended for proof of submittal that if
the document(s) are mailed to the Secretary of State, they be sent by Certified Mail with
Return Receipt Requested.
Statutory filing requirements are found in California Corporations Code sections
15623
or
15902.03
(California LP) and
15909.07
(registered foreign LP).
California LPs:
If a California LP is dissolved and a person other than a general partner has been
appointed to wind up the affairs of the LP, Form LP-3 and/or Form LP-4/7 must be filed
after or together with a Certificate of Amendment (Form LP-2) indicating the name and
address of the appointed person. (California Corporations Code sections 15622, 15624,
15902.04
and 15908.03.)
If a California LP is governed by the Act of 2008 and is dissolved, the LP may file a
Certificate of Amendment (Form LP-2) to indicate the LP is dissolved. (California
Corporations Code section 15908.03.)
The Certificate of Amendment
(Form
LP-2) is available on the Secretary of State’s
website at
ACT OF 2008: A California LP 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.
All foreign LPs, regardless of when they registered in
California, are subject to the Act of 2008. Effective January 1, 2010, all California LPs will be
subject to the Act of 2008. The Act of 2008 can be found in the California Corporations Code
commencing with Section 15900.
LP DISS/CANC INFO (01/2008)
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