File a Limited Partnership / Limited Liabiliy Partnership / General Partnership - File a Statement of Partnership Authority - $99 (plus state fees)
You can form a California Limited Partnership, Limited Liability Partnership or General Partnership by filing the respective LP-1, LLP-1 or GP-1 form with the California Secretary of State in Sacramento on a walk-in basis, saving you several weeks. We give you step by step information on how to form your Limited Partnership in California.
Step 3: Specify time frame
Your filing is on its way: Once the document is submitted to the Secretary of State, the State will take a few weeks, unless you purchase the 24 hour rush option. Please note, the state will not refund the rush fee on rejected filings. If you mail the document to the state for processing, you will have to wait several months.
When the state approves your document, they will issue a state partnership number and one uncertified copy. We will scan, email and mail the stamped copy to you.
Please note that if any filing is rejected, the state fees are non-refundable. If you do not receive our email confirmation within one hour during normal business hours, please call us at 888-595-2747 to confirm your order.
Additional Service Options
Employer Identification Number: If you would like, we can obtain your a EIN for the new California Limited Partnership. Once we receive a signature, we will obtain the EIN within 24-48 hours.
LP/LLP/GP Kits: We offer Partnership Kits that include a custom binder with the name of the Limited Partnership hot stamped on the side, a seal embosser, and 20 Limited Partnership certificates. You can order the kit at the time of filing, or if you prefer, you can place the order on-line after you receive the filed copy. All of our kits include 2nd day shipping.
State Fees and Forms for Partnerships
24 Rush: $350 Secretary of State rush fee + $70 state filing fee
Routine: California Secretary of State fee of $85 ($70 filing fee + $15 counter fee)
Certifed copy - $5
Tips to help you prepare the form to avoid rejection
If the form asks for a street address, do not put a P.O. Box or PMB address. Do not abbreviate the city's name.
For Limited Partnerships, if a general partner is a business entity the document must be signed correctly and on behalf of the business entity.
The Limited Partnership name must end with L.P. or the Secretary of State will not file it. Although the form still says L.P., they are accepting name endings without the punctuation such as LP.
The person signing on behalf of the business entity must be listed on the current Statement of Information and sign the document as follows:
If the general partner is a corporation - Example: John Doe, President on behalf of ABC, Inc., General Partner - This would indicate that the general partner of the LP that is being formed is ABC, Inc. John Doe has authority as President of ABC, Inc. to sign on behalf of the company provided John Doe is listed on ABC, Inc.'s current Statement of Information.
If the general partner is an LLC - Example: John Doe, Manager on behalf of ABC, LLC, General Partner - This would indicate that the general partner of the LP that is being formed is ABC, LLC. John Doe has authority as Manager of ABC, LLC to sign on behalf of the company provided John Doe is listed on ABC, LLC's current Statement of Information.
Detailed Instructions for Partnership Filings
Certificate of Limited Partnership — Domestic Limited Partnerships (form LP-1)
- The name of the Limited Partnership must end with the words "limited partnership" or the abbreviation "LP" or "L.P."
- The Certificate of Limited Partnership to set forth the name (Item 3) of the initial agent for service of process: If the initial agent for service of process is an individual, the certificate also must set forth the address (Item 4) for purposes of service of process. If the initial agent for service of process is a corporation, no address is to be entered (complete Item 3 and leave Item 4 blank).
- Note: A limited partnership cannot act as its own agent for service of process, and only one agent can be designated.
- If a general partner is an entity, the entity's name must be entered in Item 5. The name and title of the individual signing on behalf of the entity, as well as the entity's name, must be entered in Item 7.
- All of the general partners named in Item 5, must sign Form LP-1 in Item 7.
Application for Registration of Foreign Limited Partnership — Foreign Limited Partnerships (form LP-5)
- If the foreign limited partnership's name does not end with "limited partnership" or the abbreviation "LP" or "L.P.", the foreign limited partnership must adopt, for the purpose of transacting business in California, an alternate name that complies with the California Corporations Code, in order to obtain a registration with the state. Note: If an alternate name is required, in Item 2 enter the foreign name; in Item 1 enter the name the foreign limited partnership you will use in California.
- A Certificate of Good Standing, issued within the last six months by an authorized public official of the jurisdiction under which the foreign limited partnership is organized, must be submitted with the Application for Registration.
- The name of the limited partnership stated in the Certificate of Good Standing must exactly match the name of the limited partnership on the Application for Registration, including punctuation. However, if the name of the foreign limited partnership does not contain the appropriate ending and a California name is entered in Item 1, the foreign name entered in Item 2 must exactly match the name on the Certificate of Good Standing.
- The formation date and place of organization entered in Item 5 must match the information on the Certificate of Good Standing.
- California Corporations Code requires the Application for Registration to set forth the name (Item 6) of the initial agent for service of process. If the initial agent for service of process is an individual, the certificate also must set forth the address (Item 7) for purposes of service of process. If the initial agent for service of process is a corporation (which must comply with California Corporations Code section 1505 prior to designation), no address is to be entered (complete Item 6 and leave Item 7 blank). Note: A limited partnership cannot act as its own agent for service of process and only one agent can be designated.
- If a general partner is an entity, the entity's name must be entered in Item 8 and the name and title of the individual signing on behalf of the entity, as well as the entity's name, must be entered in Item 10.
- At least one of the general partners named in Item 8 must sign Form LP-5 in Item 10.
Copies: The Secretary of State will certify up to two copies of the filed document without charge, if you provide the complete copies (with any required attachments) together with the document to be filed. The state will charge an additional $8 per additional certified copies.