The California LP-7 form is a vital document used to revive a limited partnership that has been canceled. To successfully complete this form, the partnership must meet specific requirements, including the payment of all necessary taxes and fees. If you're ready to revive your limited partnership, fill out the form by clicking the button below.
The California LP-7 form, officially known as the Limited Partnership Certificate of Revival, is a crucial document for limited partnerships seeking to reinstate their status after cancellation. To successfully file this form, a $30.00 fee must be paid, along with written confirmation from the California Franchise Tax Board, verifying that all taxes, fees, penalties, and interest have been settled, and that all required tax returns have been submitted. The form requires specific information, including the original file number and date of the limited partnership, the name of the entity at the time of cancellation, and the new name if the original is not available. Essential details about the designated office address and the initial agent for service of process must also be provided. General partners need to be listed, including any new partners not previously recorded. The form concludes with a statement affirming that the revival is being executed by authorized general partners. It is advisable to read the instructions carefully before completing the LP-7 to ensure compliance with all requirements. Proper completion and submission can restore the limited partnership’s status, allowing it to operate as if it had never been canceled.
Secretary of State
Business Programs Division
Business Entities
1500 11th Street, Sacramento, CA 95814
P.O. Box 944260, Sacramento, CA 94244-2600
Submission Cover Sheet
Instructions:
•Complete and include this form with your paper submission. This information only will be used to communicate in writing about the submission, if needed. This form will be treated as correspondence and will not be made part of the filed document.
•Make all checks or money orders payable to the Secretary of State.
•In person submissions (excluding Statements of Information): $15 handling fee; do not include a $15 handling fee when submitting documents by mail.
•Standard processing time for submissions to this office is approximately 5 business days from receipt. All submissions are reviewed in the date order of receipt with online submissions given priority. For updated processing time information, visit www.sos.ca.gov/business/be/processing-dates.
Optional Copy and Certification Fees:
•If applicable, include optional certification fees with your submission.
•For applicable certification fee information, refer to the instructions of the specific form you are submitting.
Contact Person: (Please type or print legibly)
First Name:
Last Name:
Phone (optional):
Entity Information: (Please type or print legibly)
Name:
Entity Number (if applicable):
Address:
Comments:
SUBMISSION COVER SHEET (REV 03/2022)
Instructions for Completing the
Certificate of Revival (Form LP-7)
Legal Authority: Statutory filing requirements are found in California Corporations Code section 15902.09.
All statutory references are to the California Corporations Code, unless otherwise stated. Note: Signing Form LP-7 constitutes an affirmation under penalty of perjury that the facts stated in the certificate are true. (Section 15902.08(b).)
•Form LP-7 may be used to revive a domestic (California) limited partnership if: (1) the California limited partnership was cancelled on or after January 1, 2008 pursuant to Section 15902.03 of the Uniform Limited Partnership Act of 2008 (2008 LP Act); and (2) at least one of the general partners listed in the Certificate of Limited Partnership at the time it was cancelled is still a general partner.
•Upon the filing of Form LP-7 with the California Secretary of State, the California limited partnership will be revived with the same force and effect as if the certificate of limited partnership had not been cancelled pursuant to Section 15902.03.
•It is recommended that legal counsel be consulted prior to submitting Form LP-7 to ensure that all issues are appropriately addressed.
2008 LP Act: A cancelled California limited partnership was subject to the 2008 LP Act (1) if the limited partnership
was formed on or after January 1, 2008; or (2) if the limited partnership was formed prior to January 1, 2008, and elected to be governed by the 2008 LP Act prior to or at the time of cancellation pursuant to Section 15902.03.
Fees: The fee for filing Form LP-7 is $30.00. A non-refundable $15.00 handling fee is applicable for processing documents delivered in person (drop off) at the Sacramento office.
Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee.
Additional Requirement: Form LP-7 must be accompanied by written confirmation from the California
Franchise Tax Board (FTB) that confirms: (1) that all taxes, fees, penalties and interest have been paid to the FTB; and (2) that all required tax returns have been filed by the LP, including returns for each year between the cancellation and the revival of the LP. (Section 15902.09(a).) For information about the required letter, go to ftb.ca.gov or call FTB at (916) 845-7165.
Complete the Certificate of Revival (Form LP-7) as follows:
Item 1.
Item 2.
Item 3.
Item 4.
Enter the original Entity (File) Number issued to the limited partnership by the California Secretary of State.
Enter the date the initial Certificate of Limited Partnership was filed with the California Secretary of State. Enter the date as MM/DD/YYYY.
Enter the name of the limited partnership exactly as it was of record with the California Secretary of State at the time the Certificate of Limited Partnership was cancelled.
If the name in Item 3 is not available for use in California, enter the name under which the limited partnership is to be revived. 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.”. The name cannot be likely to mislead the public and must be distinguishable in the records from other LPs of record or reserved with the California Secretary of State (Section 15901.08.)
LP-7 INSTRUCTIONS (REV 03/2022)
2022 California Secretary of State
bizfileOnline.sos.ca.gov
Items Item 5a: Enter the street address of the designated office address in California. The “designated office” 5a & 5b. 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 use a P.O. Box address or abbreviate the name of the city.
Item 5b: If different from the address in Item 5a, enter the mailing address of the limited partnership. (Section 15902.01.) Please do not abbreviate the name of the city. Do not complete item 5b if the mailing address is the same as the street address in Item 5a.
Items If designating an individual as the agent for service of process, complete Items 6 and 7. If designating a 6 & 7 corporation as the agent for service of process, complete Item 6 and proceed to Item 8 (do not complete Item 7). 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. To confirm that you are providing the exact name of the registered agent, go to our Business Search online at bizfileOnline.sos.ca.gov. 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.
Items 8a - 8b.
Item 9.
Item 10.
Item 11.
Enter the name and address of each general partner AND check the box if the person is a new general partner who was not listed in the Certificate of Limited Partnership at the time it was cancelled. If there are more than two general partners, attach additional pages. Please do not abbreviate the name of the city. The limited partnership must have one or more general partners. (Section 15901.02(q).) 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.
Note: At least one of the general partners named in Items 8a - 8b (or attachment, if any) must have been listed in the Certificate of Limited Partnership at the time it was cancelled.
This statement is required by statute and should not be altered.
Attach any other information to be included in Form LP-7, provided that the information is not inconsistent with law.
Form LP-7 must be signed: (1) by at least one of the general partners who was listed in the Certificate of
Limited Partnership at the time it was cancelled; and (2) by each person designated in Form LP-7 as a new general partner. (Section 15902.04.)
•If Form LP-7 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-7 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 Form LP-7 is signed by a general partner who is an association, the person who signs for the association should state the exact name of the association, his/her name and position/title.
•If Form LP-7 is signed by a general partner who is a trust, Form LP-7 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-7.
Any attachments to Form LP-7 are incorporated by reference and made part of Form LP-7. All attachments should be 8 ½” x 11”, one-sided and legible.
LP-7
State of California
Limited Partnership
Certificate of Revival
A $30.00 filing fee AND written confirmation from the California Franchise Tax Board (FTB) that confirms all taxes, fees, penalties and interest have been paid to the FTB and all required tax returns have been filed must accompany this form.
IMPORTANT – Read instructions before completing this form.
This Space For Filing Use Only
Original Entity Number (Enter the original Entity Number issued to the limited partnership
Original File Date (Enter the date the original Certificate
by the California Secretary of State.)
of Limited Partnership was filed in California.)
1. Original Secretary of State Entity Number
2. Original File Date
-
(MONTH)
(DAY)
(YEAR)
Original Entity Name (Enter the exact name of the limited partnership at the time the Certificate of Limited Partnership was cancelled.)
3.Name of Limited Partnership
New Entity Name, if any (If the original entity name is not available for use in California, enter the name under which the limited partnership is to be revived. End the name with the words “Limited Partnership” or the abbreviation “LP” or “L.P.”)
4.Name of Limited Partnership
Entity Addresses
5a.
Street Address of Designated Office in CA
City
State
Zip Code
CA
5b.
Mailing Address of Limited Partnership, if different from Item 5a
Initial Agent for Service of Process (If the initial agent is an individual, the agent must reside in CA and both Items 6 and 7 must be completed. If the initial agent is a corporation, the agent must have a certificate pursuant to Corporations Code section 1505 on file and Item 6 must be completed (leave Item 7 blank).)
6.Name of Initial Agent for Service of Process
7. If an individual, Address of Initial Agent for Service of Process in CA
State Zip Code
General Partners (Enter the names and addresses of all the general partners AND check the box if the person is a new general partner who was not listed in the Certificate of Limited Partnership at the time it was cancelled. Attach additional pages, if necessary.)
8a. Name
Address
The above-named general partner was not a general partner at the time the Certificate of Limited Partnership was cancelled.
8b. Name
Required Statement (The following statement is required by statute and should not be altered.)
9.This Certificate of Revival is being filed by one or more general partners of the limited partnership authorized to execute and file the Certificate of Revival to revive the limited partnership.
Additional Information
10. Additional information set forth on the attached pages, if any, is incorporated herein by this reference and made a part of this certificate.
Execution (This certificate must be signed by one or more of the general partners listed in the Certificate of Limited of Partnership at the time the limited partnership was cancelled AND by each new general partner. Additional signatures may be made on an attachment to this certificate.)
11.I declare I am the person who executed this instrument, which execution is my act and deed. By signing this document I affirm under penalty of perjury that the stated facts are true.
Signature of Authorized Person
Type or Print Name and Title of Authorized Person
LP-7 (REV 03/2022)
Filling out the California LP-7 form is a crucial step in reviving a limited partnership. This process requires careful attention to detail to ensure all necessary information is accurately provided. Below are the steps to guide you through the completion of the form.
After completing the form, it is essential to gather the required documentation, including a written confirmation from the California Franchise Tax Board that all taxes and fees have been paid. This confirmation, along with the completed LP-7 form and the filing fee, must be submitted to the California Secretary of State to finalize the revival process.
The California LP-7 form, also known as the Limited Partnership Certificate of Revival, is a document used to revive a limited partnership that has been canceled. This form must be filed with the California Secretary of State and includes important information about the partnership, such as its original file number and the names of general partners.
To file the LP-7 form, you must meet several requirements:
When completing the LP-7 form, follow these steps:
The completed LP-7 form must be filed with the California Secretary of State. You can mail it to the Document Filing Support Unit in Sacramento or deliver it in person. If you complete the form online, you can print it out for submission.
Once the LP-7 form is filed, the limited partnership will be revived as if it had never been canceled. You will receive one uncertified copy of the filed document for free. If you need additional copies, you can request them at the time of filing.
Yes, aside from the $30 filing fee, there may be additional costs. If you choose to drop off the form in person, a non-refundable $15 special handling fee applies. For expedited processing, there are additional fees as well. It is important to check the Secretary of State's website for the most current fee information.
Incomplete Information: One common mistake is failing to fill out all required fields on the LP-7 form. Each section must be completed accurately, including the original file number and the exact name of the limited partnership. Omitting any details can lead to delays or rejection of the application.
Incorrect Name Format: When entering the new entity name, individuals often forget to end it with “Limited Partnership,” “LP,” or “L.P.” If the original name is unavailable, this is crucial. A name that does not meet these requirements will not be accepted.
Improper Agent Designation: If designating an individual as the agent for service of process, it’s essential to complete both the name and address sections. Many overlook the requirement that the agent must reside in California. If a corporation is chosen as the agent, ensure it has filed the necessary certificate.
Missing Tax Clearance Confirmation: A written confirmation from the California Franchise Tax Board (FTB) is mandatory. Some applicants forget to include this document, which confirms that all taxes and fees have been paid. Without it, the application will not be processed.
Signatures and Authority Issues: The LP-7 form must be signed by at least one general partner listed at the time of cancellation, along with any new general partners. Failing to secure the proper signatures can lead to the form being deemed invalid. Always double-check that all necessary parties have signed.
The California LP-7 form is essential for reviving a limited partnership that has been canceled. To complete the process effectively, several other documents may be required. Here’s a brief overview of some key forms and documents that often accompany the LP-7 form.
Having these documents ready can streamline the revival process of a limited partnership in California. Always ensure that all forms are filled out accurately to avoid delays.
The California LP-7 form, which is used for reviving a limited partnership, shares similarities with the Articles of Incorporation. Both documents serve as official filings with the state and require specific information about the entity, such as its name and purpose. Just like the LP-7, the Articles of Incorporation must be filed with the Secretary of State and often require a filing fee. Additionally, both forms affirm that the entity complies with state regulations and has met necessary tax obligations. This ensures that the business is recognized as a legal entity capable of operating within California.
Another document akin to the LP-7 is the Certificate of Amendment. This form is used when a business entity wishes to change its existing articles, such as its name or structure. Like the LP-7, the Certificate of Amendment must include specific details about the entity and often requires the signatures of authorized individuals. Both documents must be filed with the Secretary of State, and they play a crucial role in maintaining the legal standing of the entity. This ensures that any changes or revivals are officially recognized by the state.
The Certificate of Dissolution is also similar to the LP-7 in that it involves the formal process of managing a business entity's status. While the LP-7 revives a partnership, the Certificate of Dissolution officially terminates it. Both documents require the involvement of general partners and must be filed with the Secretary of State. They also necessitate compliance with state tax obligations, ensuring that all debts and liabilities are settled before the entity can be dissolved or revived.
Additionally, the Statement of Information bears resemblance to the LP-7. This document is required for various business entities in California and must be filed periodically to update the state on the entity's current status, including its address and officers. Similar to the LP-7, the Statement of Information requires accurate details about the entity and must be filed with the Secretary of State. Both documents help maintain transparency and ensure that the state has up-to-date information about the business.
The Limited Partnership Agreement is another document that parallels the LP-7. While the LP-7 is a formal filing to revive a partnership, the Limited Partnership Agreement outlines the internal workings and governance of the partnership. Both documents are essential for establishing the legal framework of a limited partnership. The agreement details the roles and responsibilities of general and limited partners, while the LP-7 confirms the partnership's legal status with the state.
Lastly, the Application for Registration of Foreign Limited Partnership is similar to the LP-7 in that it involves partnerships but focuses on those formed outside California. This application allows a foreign limited partnership to operate within California. Like the LP-7, it requires specific information about the entity and compliance with state regulations. Both documents ensure that partnerships, whether domestic or foreign, are properly recognized and authorized to conduct business in California.
When filling out the California LP-7 form, it is crucial to follow specific guidelines to ensure a smooth process. Here are five key dos and don'ts:
Completing the form correctly is essential to avoid delays. Pay attention to each detail, and make sure all necessary documents are included before submission.
This is incorrect. You must provide written confirmation from the California Franchise Tax Board that all taxes and fees have been paid before filing the LP-7 form.
The name must match the original name or follow specific naming rules. It should end with "Limited Partnership," "LP," or "L.P." and cannot include certain restricted words.
This is not true. You can include new general partners in the LP-7 form, but at least one must have been part of the original certificate.
The form must be mailed or delivered in person to the Sacramento office. Online completion is only for printing purposes.
A filing fee of $30.00 is required. Additional fees may apply for special handling or expedited services.
The designated office must have a physical street address. P.O. Boxes are not allowed.
Here are some important points to remember when filling out and using the California LP-7 form:
Following these guidelines will help ensure your LP-7 form is completed correctly and submitted without issues.