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The California LP-102 form, also known as the Certificate of Withdrawal, serves a crucial role for individuals who have invested in a domestic limited partnership but later realize they have not officially become limited partners. This form allows those individuals to formally withdraw from any future participation in the partnership, ensuring they are no longer considered owners under California law. It is essential for anyone who mistakenly believed they held a limited partner status to file this form to clarify their position. The LP-102 must be completed with specific details, including the limited partnership's file number and name, and it requires the signature of the withdrawing individual. Filing the form comes with a fee of $30, and if submitted in person, an additional special handling fee may apply. For convenience, the form is available online through the California Secretary of State's website, making it easier for users to complete and submit. Once filed, individuals will receive an uncertified copy of their document at no extra cost, with options for obtaining additional copies or certified versions for a fee. Understanding the importance of the LP-102 can help prevent future complications and ensure that all parties involved are aware of their rights and responsibilities within the partnership.

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LP-102

State of California

Secretary of State

Certificate of Withdrawal

(by a limited partner of a domestic (California) limited partnership)

This Space For Filing Use Only

Instructions for Completing this

Certificate of Withdrawal (Form LP-102)

Who Can File: Form LP-102 can be filed by a person who has made an investment in a California limited partnership (LP) and erroneously believes, in good faith, that they have become a limited partner of that LP. Upon filing Form LP-102, the person withdraws from future participation as an owner of the LP to the extent permitted by California Corporations Code section 15903.06(b).

Where to File: For easier completion, this form is available on the California Secretary of State's website at www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail. 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 (drop off) to the Sacramento office. If you are not completing this form online, please type or legibly print in black or blue ink. This form is filed only in the Sacramento office.

Legal Authority: Statutory filing requirements are found in California Corporations Code section 15903.06. Note: Signing Form LP-102 constitutes an affirmation under penalty of perjury that the facts stated in the certificate are true. (California Corporations Code section 15902.08(b).)

Fees: The fee for filing Form LP-102 is $30.00. A non-refundable $15.00 special handling fee is applicable for processing documents delivered in person (drop off) at the Sacramento office. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional non-refundable fee in lieu of the special handling fee. For detailed information about preclearance and expedited filing services, go to www.sos.ca.gov/business/be/service-options.htm. 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: Upon filing, we will return one (1) uncertified copy of your filed document for free. To get additional copies, include a separate request and payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.

Complete Form LP-102 as follows:

Item 1. Enter the file number issued to the limited partnership 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. Date, sign and type or print the name of the limited partner. Form LP-102 must be signed by the person withdrawing as a limited partner of the California limited partnership. (California Corporations Code section 15902.04.)

File Number

Entity Name

 

 

1. Secretary of State File Number

2. Name of California Limited Partnership

 

 

Statement of Withdrawal & Execution

3.In accordance with California Corporations Code section 15903.06, I hereby withdraw from future participation as an owner of the above-named limited partnership, and I declare I am the person who executed this instrument, which execution is my act and deed.

Signature of limited partner

Type or Print Name of limited partner

 

 

LP-102 (REV 01/2013)

APPROVED BY SECRETARY OF STATE

Form Specifications

Fact Name Details
Purpose of Form Form LP-102 is used by individuals who wish to withdraw from a California limited partnership after mistakenly believing they were a limited partner.
Governing Law This form is governed by California Corporations Code section 15903.06, which outlines the statutory requirements for withdrawal.
Filing Fees The filing fee for Form LP-102 is $30. An additional non-refundable fee of $15 applies for documents delivered in person.
Filing Location Form LP-102 must be filed at the Sacramento office of the California Secretary of State, either by mail or in person.

California Lp 102: Usage Guidelines

Completing the California LP-102 form is a straightforward process that requires careful attention to detail. This form allows an individual to formally withdraw from a limited partnership in California. Following the steps below will help ensure that the form is filled out correctly and submitted without issues.

  1. Obtain the LP-102 form from the California Secretary of State's website or complete it online.
  2. Locate the file number assigned to the limited partnership by the California Secretary of State. Enter this number in Item 1 of the form.
  3. In Item 2, accurately write the name of the limited partnership as it appears in the official records of the California Secretary of State.
  4. Proceed to Item 3. Here, you will need to date the form, sign it, and either type or print your name as the limited partner withdrawing from the partnership.
  5. Ensure that the form is signed by the individual withdrawing, as this signature affirms the truth of the information provided under penalty of perjury.
  6. Prepare the form for submission. If you are mailing it, ensure it is printed clearly in black or blue ink. If delivering in person, you may opt for special handling if desired.
  7. Submit the completed form to the Secretary of State's Document Filing Support Unit at the provided address or deliver it in person to the Sacramento office.
  8. Include the appropriate filing fee of $30.00, and if applicable, the additional $15.00 special handling fee for in-person submissions.

Once the form is filed, expect to receive one uncertified copy of the document at no extra charge. If additional copies or certified copies are needed, include a separate request and payment with the submission. Following these steps will facilitate a smooth withdrawal process from the limited partnership.

Your Questions, Answered

What is the California LP-102 form?

The California LP-102 form, also known as the Certificate of Withdrawal, is a document that allows a person to formally withdraw from a limited partnership in California. This form is specifically for individuals who believe they have become limited partners but later realize they were mistaken. By filing this form, they can withdraw from any future ownership participation in the partnership.

Who is eligible to file the LP-102 form?

Any individual who has invested in a California limited partnership and mistakenly believes they have become a limited partner can file the LP-102 form. It is important that the person filing has a good faith belief in their limited partner status prior to withdrawal.

Where can I obtain the LP-102 form?

The LP-102 form can be accessed online through the California Secretary of State's website. It is available for completion online, allowing users to fill it out and print it for submission. The form can also be obtained in person at the Sacramento office of the Secretary of State.

How do I submit the LP-102 form?

Once the LP-102 form is completed, it can be submitted by mailing it to the Secretary of State, Document Filing Support Unit, at the specified address in Sacramento. Alternatively, individuals can deliver the form in person at the Sacramento office. Note that the form must be filed only in Sacramento.

What are the filing fees associated with the LP-102 form?

The standard fee for filing the LP-102 form is $30. Additionally, if the form is submitted in person, a non-refundable special handling fee of $15 applies. For expedited processing, there are options available for an additional fee. However, these expedited services are not applicable to documents submitted by mail.

What happens after I file the LP-102 form?

Upon successful filing of the LP-102 form, the Secretary of State will return one uncertified copy of the filed document at no charge. If you need additional copies, you must include a request along with payment for copy fees when submitting the form.

What information is required to complete the LP-102 form?

To complete the LP-102 form, you need to provide the file number assigned to the limited partnership by the California Secretary of State, the exact name of the limited partnership as recorded, and the date and signature of the withdrawing limited partner. The form must be signed by the individual who is withdrawing from the partnership.

Is there a penalty for providing false information on the LP-102 form?

Yes, signing the LP-102 form affirms that the information provided is true. This affirmation is made under penalty of perjury, meaning that if any information is found to be false, there could be legal consequences for the individual who filed the form.

Can I get certified copies of the LP-102 form?

Yes, certified copies of the LP-102 form can be obtained. There is an additional fee of $5 for each certified copy. To receive these copies, you must include a separate request and payment when submitting the original document.

Common mistakes

  1. Incorrect File Number: One common mistake is entering the wrong file number. Always ensure you use the exact file number issued by the California Secretary of State.

  2. Name Mismatch: Failing to match the name of the limited partnership exactly as it appears on record can lead to rejection. Double-check for any spelling errors or discrepancies.

  3. Signature Issues: Not signing the form can result in delays. Remember, the form must be signed by the person withdrawing as a limited partner.

  4. Improper Ink Usage: Using ink colors other than black or blue can cause problems. Always type or print in black or blue ink for clarity.

  5. Missing Payment: Forgetting to include the correct filing fee can lead to rejection. Ensure you include the $30.00 fee, along with any special handling fees if applicable.

  6. Filing Location Confusion: Some people may not realize that the form must be filed only at the Sacramento office. Be sure to mail or deliver it to the correct location.

Documents used along the form

The California LP-102 form serves as a Certificate of Withdrawal for individuals wishing to formally withdraw from a limited partnership. Alongside this form, several other documents are often utilized to ensure compliance with California's legal requirements for limited partnerships. Below is a list of these documents, each playing a significant role in the process.

  • LP-1 Form (Certificate of Limited Partnership): This document is filed to create a limited partnership in California. It includes details about the partnership, such as its name, address, and the names of general partners. Filing this form is essential for establishing the legal existence of the partnership.
  • LP-3 Form (Certificate of Amendment): When changes occur in the partnership, such as alterations to the name or address, this form is used to amend the original LP-1 filing. It ensures that the public record remains accurate and up-to-date.
  • LP-4 Form (Certificate of Cancellation): If a limited partnership decides to dissolve, this document is necessary to formally cancel the partnership's registration with the state. It signifies the end of the partnership's legal existence.
  • LP-5 Form (Certificate of Change of General Partner): This form is filed when there is a change in the general partners of the limited partnership. It updates the state on who is responsible for managing the partnership.
  • Statement of Information (Form SI-550): Limited partnerships are required to file this form annually. It provides the state with updated information about the partnership's address, management, and other key details.
  • Operating Agreement: While not filed with the state, this internal document outlines the management structure and operational procedures of the limited partnership. It serves as a guide for the partners and can help prevent disputes.

Each of these documents plays a crucial role in the lifecycle of a limited partnership in California. Understanding their purposes can help ensure that all legal obligations are met, facilitating smoother operations and transitions within the partnership.

Similar forms

  • Form LP-1: This is the initial filing document for a California limited partnership. Similar to the LP-102, it involves formal recognition of a partner's status but focuses on establishing a partnership rather than withdrawing from one.
  • Form LP-3: This form is used to amend the certificate of limited partnership. Like the LP-102, it requires official filing with the Secretary of State, but it serves to modify existing partnership details rather than withdraw from them.
  • Form LP-4: This document is for the resignation of a general partner in a limited partnership. While the LP-102 allows a limited partner to withdraw, the LP-4 addresses the exit of a general partner, highlighting different roles within the partnership.
  • Form LP-5: This is the certificate of cancellation for a limited partnership. Similar to the LP-102, it signifies a formal action regarding a partnership, but it results in the dissolution of the partnership rather than just a withdrawal from it.
  • Form LLC-1: This is the Articles of Organization for a California Limited Liability Company. While it pertains to a different business structure, both forms require filing with the Secretary of State and signify formal changes in ownership or status.
  • Form LLC-12: This is the Statement of Information for a Limited Liability Company. Similar to the LP-102, it updates the state on the status of a business entity, though it does not involve withdrawal but rather ongoing compliance with state regulations.
  • Form D: This is a notice of exemption from registration under federal securities laws. Like the LP-102, it involves formal documentation related to ownership interests, though it addresses securities rather than partnership status.
  • Form 990: This is the annual return for tax-exempt organizations. While it serves a different purpose, both the LP-102 and Form 990 require accurate reporting of ownership and status, reflecting the importance of transparency in business operations.
  • Form 1065: This is the U.S. Return of Partnership Income. Similar to the LP-102, it requires detailed reporting of partnership activities, though it focuses on financial information rather than changes in partnership status.
  • Form 8832: This form is used to elect tax classification for an entity. Like the LP-102, it involves formal filing with the IRS and requires an understanding of the entity's status, though it pertains to tax treatment rather than withdrawal from a partnership.

Dos and Don'ts

When filling out the California LP-102 form, it is important to follow specific guidelines to ensure accuracy and compliance. Here is a list of things you should and shouldn't do:

  • Do complete the form online if possible for easier processing.
  • Do use black or blue ink if filling out the form by hand.
  • Do enter the limited partnership's name exactly as it appears in official records.
  • Do sign and date the form to affirm the truth of the information provided.
  • Do include the correct file number issued by the California Secretary of State.
  • Don't leave any sections of the form blank; all required fields must be filled.
  • Don't submit the form without checking for spelling errors or inaccuracies.
  • Don't forget to include payment for the filing fee and any additional copy fees if needed.
  • Don't use a different color ink or pencil, as this may lead to processing delays.

Misconceptions

Misconceptions about the California LP-102 form can lead to confusion for those involved in limited partnerships. Here are ten common misunderstandings, along with clarifications to help demystify the process.

  1. Only general partners can file the LP-102 form. This is incorrect. Any person who has made an investment in a California limited partnership and believes they have become a limited partner can file this form.
  2. The LP-102 form is only for terminating a partnership. In reality, the form is specifically for withdrawing from participation as a limited partner, not for terminating the entire partnership.
  3. Filing the LP-102 form is a complicated process. While there are specific instructions to follow, the form is designed to be straightforward and can even be completed online for convenience.
  4. There is no fee to file the LP-102 form. A filing fee of $30.00 applies, along with a non-refundable special handling fee of $15.00 if documents are delivered in person.
  5. Once filed, the withdrawal is immediate and final. Although filing the form initiates the withdrawal process, it is subject to the provisions of the California Corporations Code.
  6. Only certain individuals can withdraw using this form. Any person who believes they are a limited partner can withdraw, regardless of their initial investment status.
  7. Filing the LP-102 form guarantees a refund of the investment. The form only serves to withdraw participation; it does not entitle the individual to a refund or return of investment.
  8. Additional copies of the filed document are free. While one uncertified copy is provided at no cost, additional copies incur fees of $1.00 for the first page and $0.50 for each subsequent page.
  9. The LP-102 form can be filed anywhere in California. In fact, it must be filed specifically at the Sacramento office of the Secretary of State.
  10. Signature on the LP-102 form is optional. Signing the form is mandatory, as it affirms the truth of the information provided under penalty of perjury.

Understanding these misconceptions can empower individuals to navigate the process of filing the California LP-102 form more effectively. Clarity in these areas will lead to a smoother experience for those involved in limited partnerships.

Key takeaways

  • Eligibility to File: Only individuals who have invested in a California limited partnership and mistakenly believe they are limited partners can file Form LP-102.

  • Purpose of the Form: By submitting this form, the individual formally withdraws from any future ownership participation in the limited partnership.

  • Filing Location: The completed Form LP-102 must be filed at the Sacramento office of the Secretary of State, either by mail or in person.

  • Online Accessibility: For convenience, the form can be accessed and filled out online through the California Secretary of State's website.

  • Signature Requirement: The form must be signed by the individual withdrawing from the partnership, affirming the truthfulness of the information provided under penalty of perjury.

  • Filing Fees: A filing fee of $30.00 is required, along with a non-refundable $15.00 special handling fee if the form is delivered in person.

  • Copy Requests: After filing, one uncertified copy of the document will be returned for free. Additional copies can be requested for a fee.

  • Required Information: The form requires the file number of the limited partnership, the exact name of the partnership, and the signature of the withdrawing limited partner.