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INSTRUCTIONS FOR COMPLETING THE CERTIFICATE OF DISSOLUTION (FORM LP-3)

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.

It is recommended for proof of submittal that if Form LP-3 is mailed to the Secretary of State, it be sent by Certified

Mail with Return Receipt Requested.

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

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

•

Form LP-3 is required if the domestic (California) limited partnership was formed prior to January 1, 2008 and has

not elected to be governed by the Uniform Limited Partnership Act of 2008 (Act of 2008). Note: To complete the

cancellation process, the California limited partnership must also file a Certificate of Cancellation

(Form

LP-4/7).

•

It is recommended that legal counsel be consulted prior to submitting cancellation documents 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. The Act of 2008 can be found in

the California Corporations Code commencing with Section 15900.

FEES: There is no fee for filing Form LP-3. However, there is a $15.00 special handling fee for processing a

document delivered in person to the Sacramento office. The special handling fee must be remitted separately 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(s) without charge, provided that the

copies are submitted to the Secretary of State with the document(s) 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 Dissolution (Form LP-3) 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 indicating the event causing the dissolution of the limited partnership.

Item 4.

Enter the date of the dissolution, as caused by the event identified in Item 3.

Item 5.

Enter any other information the partners filing Form LP-3 determine to include, provided that the

information is not inconsistent with law. Attach additional pages, if necessary.

Item 6.

Form LP-3 must be signed by all general partners (or a lesser number provided in the Certificate of Limited

Partnership), unless the limited partners are winding up the limited partnership affairs, in which case the

certificate must be signed by the person authorized by a majority in interest of the limited partners.

(Section 15624.)

•

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, Form LP-3 must be signed by that person and must be

filed after or together with a Certificate of Amendment (Form LP-2) indicating the name and address of

the appointed person. (Section

15622

and 15624.)

Form LP-2

is available on the Secretary of State’s

website at .

LP-3 INSTRUCTIONS (REV 01/2008)

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Instructions For Completing The Certificate Of Dissolution (Form Lp-3) - California Secretary Of State Page 2

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