Article Guide
The California LP-7 form, officially known as the Limited Partnership Certificate of Revival, is a crucial document for reviving a limited partnership that has been canceled. To initiate the revival process, a filing fee of $30.00 is required, along with written confirmation from the California Franchise Tax Board (FTB) indicating that all taxes, fees, penalties, and interest have been paid, and that all necessary tax returns have been filed. The form requires specific details, including the original file number, the original filing date, and the exact name of the limited partnership as it appeared at the time of cancellation. If the original name is not available, a new name must be provided, which must include “Limited Partnership” or its abbreviations. The LP-7 also requires the designation of an initial agent for service of process, who must reside in California if an individual is chosen. Additionally, the names and addresses of all general partners must be listed, with an option to indicate any new partners not previously recorded. A statutory statement confirming the authority of the general partners to file the revival is mandatory, and the form must be signed by the appropriate individuals. Legal counsel is recommended to navigate the complexities of the revival process effectively.
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Secretary of State
Business Programs Division
Business Entities
1500 11th Street, Sacramento, CA 95814
P.O. Box 944260, Sacramento, CA
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
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)
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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
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
•Form
•Upon the filing of Form
•It is recommended that legal counsel be consulted prior to submitting Form
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
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
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)
Complete the Certificate of Revival (Form
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.)
2022 California Secretary of State |
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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
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
Form
Limited Partnership at the time it was cancelled; and (2) by each person designated in Form
•If Form
followed by the words “signature pursuant to Section ____________ ” identifying the appropriate
statutory authority. (Section 15902.05.)
•If Form
•If Form
•If Form
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
•If additional signature space is necessary, the signatures may be made on an attachment to Form
Any attachments to Form
2022 California Secretary of State |
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State of California
Secretary of State
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 |
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Original Entity Number (Enter the original Entity Number issued to the limited partnership |
Original File Date (Enter the date the original Certificate |
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by the California Secretary of State.) |
of Limited Partnership was filed in California.) |
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1. Original Secretary of State Entity Number |
2. Original File Date |
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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 |
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State |
Zip Code |
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CA |
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Mailing Address of Limited Partnership, if different from Item 5a |
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Zip Code |
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 |
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State Zip Code |
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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 |
City |
State Zip Code |
The
8b. Name |
Address |
City |
State Zip Code |
The
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.
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Signature of Authorized Person |
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Type or Print Name and Title of Authorized Person |
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Signature of Authorized Person |
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2022 California Secretary of State |
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Form Specifications
| Fact Name | Description |
|---|---|
| Filing Fee | The fee to file the LP-7 form is $30.00. |
| Tax Confirmation | Written confirmation from the California Franchise Tax Board (FTB) is required, verifying all taxes and fees have been paid. |
| Governing Law | The LP-7 form is governed by California Corporations Code section 15902.09. |
| Revival Conditions | This form can be used to revive a limited partnership canceled on or after January 1, 2008. |
| Same Effect | Upon filing, the limited partnership is revived as if it had never been canceled, according to Section 15902.03. |
| Signature Requirement | At least one general partner from the time of cancellation must sign the LP-7 form. |
| Agent for Service | The initial agent for service of process must reside in California if designated as an individual. |
| Additional Copies | One uncertified copy of the filed document will be returned for free; additional copies can be requested for a fee. |
California Lp 7: Usage Guidelines
To successfully complete the California LP-7 form, follow the steps outlined below. Ensure that you have all necessary information and documentation ready, including the required confirmation from the California Franchise Tax Board. Once the form is filled out, you can submit it by mail or in person.
- Enter the original file number issued to the limited partnership by the California Secretary of State in Item 1.
- In Item 2, provide the date the original Certificate of Limited Partnership was filed. Use the format mm/dd/yyyy.
- Input the exact name of the limited partnership as it was recorded at the time of cancellation in Item 3.
- If the original name is unavailable, enter the new name for revival in Item 4. Ensure it ends with “Limited Partnership,” “LP,” or “L.P.”
- For Item 5a, enter the street address of the designated office in California. Avoid using a P.O. Box.
- If the mailing address differs from the designated office, complete Item 5b with the mailing address.
- Designate an initial agent for service of process in Item 6. If the agent is an individual, complete Item 7 with their address. If a corporation is the agent, skip Item 7.
- List the names and addresses of all general partners in Items 8a and 8b. Check the box if a new general partner is being added.
- Complete the required statement in Item 9 without alteration.
- If you have additional information to include, attach it and reference it in Item 10.
- Sign the form in Item 11. Ensure at least one general partner who was listed at cancellation signs, along with any new general partners.
Your Questions, Answered
What is the California LP-7 form?
The California LP-7 form is the Certificate of Revival for a limited partnership. It is used to revive a limited partnership that has been cancelled. This form must be filed with the California Secretary of State to restore the partnership's status as if it had never been cancelled.
What are the requirements for filing the LP-7 form?
To file the LP-7 form, you must pay a $30.00 filing fee. Additionally, you need written confirmation from the California Franchise Tax Board (FTB) stating that all taxes, fees, penalties, and interest have been paid, and that all required tax returns have been filed. This confirmation is essential for the revival process.
Who can file the LP-7 form?
The LP-7 form must be filed by one or more general partners of the limited partnership. At least one of the general partners listed in the original Certificate of Limited Partnership must still be a general partner for the revival to be valid.
What information is needed to complete the LP-7 form?
You will need the original file number and the date when the original Certificate of Limited Partnership was filed. You must also provide the original name of the limited partnership, the new name if applicable, the addresses of the designated office and mailing address, and the names and addresses of all general partners. If there are new general partners, their information should also be included.
How do I submit the LP-7 form?
You can complete the LP-7 form online through the California Secretary of State's website, print it, and then mail it. Alternatively, you can deliver it in person to the Sacramento office. If mailing, send it to the Secretary of State, Document Filing Support Unit, P.O. Box 944225, Sacramento, CA 94244-2250.
What happens after I file the LP-7 form?
Once the LP-7 form is filed and accepted, the limited partnership will be revived with the same legal status as if it had never been cancelled. This means the partnership can continue its business operations as before.
Are there any additional fees associated with the LP-7 form?
In addition to the $30.00 filing fee, there is a non-refundable $15.00 special handling fee for documents delivered in person. If you request expedited filing services, additional fees may apply. These services are not available for documents submitted by mail.
Do I need legal assistance to file the LP-7 form?
While it is not mandatory to have legal counsel, it is recommended. Consulting with a legal professional can help ensure that all issues are properly addressed and that the form is completed accurately, minimizing the risk of delays or complications in the revival process.
Common mistakes
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Not reading the instructions: Many people skip this crucial step. The instructions provide essential details that can prevent mistakes.
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Incorrect original file number: Failing to enter the correct original file number can lead to processing delays or rejections.
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Wrong original file date: Entering the wrong date can create confusion and may result in a denial of the application.
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Using an unavailable entity name: If the original name is not available, applicants often forget to provide an alternative name that meets the requirements.
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Incomplete addresses: Leaving out essential parts of the address, such as the city or zip code, can cause issues. Always ensure all address fields are complete.
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Missing agent information: Not providing the correct information for the initial agent for service of process can lead to complications. Make sure to include all required details.
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Neglecting to list all general partners: Some applicants forget to include all general partners or check the box for new partners. This oversight can delay the revival process.
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Altering the required statement: The required statement must remain unchanged. Altering it can result in the rejection of the form.
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Failure to sign correctly: Not signing the form as required can lead to rejection. Ensure that all necessary parties sign and that the signatures are valid.
Documents used along the form
When reviving a limited partnership in California using the LP-7 form, several other documents may be necessary or beneficial. These documents help ensure compliance with state regulations and provide essential information regarding the partnership. Below is a list of forms commonly used alongside the California LP-7 form.
- Certificate of Limited Partnership: This document outlines the formation details of the limited partnership, including the names of general and limited partners, and serves as the foundational record for the partnership.
- Franchise Tax Board Confirmation Letter: This letter confirms that all taxes, fees, penalties, and interest have been paid to the California Franchise Tax Board, as required for the revival process.
- Statement of Information (Form LLC-12): This form provides updated information about the limited partnership, including addresses and names of general partners, and is typically required to be filed within a specific timeframe after revival.
- Partnership Agreement: This internal document outlines the rights, responsibilities, and obligations of the partners within the limited partnership, serving as a guideline for operations and decision-making.
- Application for Certificate of Status: This document can be requested to obtain a certificate that confirms the good standing of the limited partnership with the California Secretary of State.
- Bylaws or Operating Agreement: While not always required, these documents provide detailed governance structures and procedures for the limited partnership, ensuring clarity in operations.
- Tax Returns: Filing any outstanding tax returns is necessary for compliance with the Franchise Tax Board, especially for the years between the cancellation and revival of the partnership.
Each of these documents plays a crucial role in the revival process of a limited partnership in California. Ensuring that all necessary forms are completed and submitted can facilitate a smoother revival and help maintain compliance with state regulations.
Similar forms
- California Form LP-1: This form is the original Certificate of Limited Partnership. Like the LP-7, it requires information about the limited partnership, including the names of general partners and the designated office address. Both forms must be filed with the California Secretary of State and require accurate information to ensure proper registration.
- California Form LP-2: This document is used for amending the Certificate of Limited Partnership. Similar to the LP-7, it involves updating information about the partnership, such as changes in the general partners or the partnership name. Both forms require attention to detail and must be filed with the Secretary of State.
- California Form LP-3: This is the Certificate of Cancellation for a limited partnership. Like the LP-7, it is a formal document filed with the Secretary of State, but while the LP-7 revives a partnership, the LP-3 cancels it. Both forms require specific details about the partnership's status and compliance with state regulations.
- California Form LP-4: This form is used to designate a new agent for service of process. Similar to the LP-7, it requires the agent's name and address. Both documents ensure that the limited partnership maintains proper legal representation and complies with state requirements for service of process.
Dos and Don'ts
When filling out the California LP-7 form, it's essential to follow specific guidelines to ensure a smooth process. Here are some things you should and shouldn't do:
- Do read the instructions carefully before starting.
- Do ensure that all required fees are included with your submission.
- Do provide the exact name of the limited partnership as it was recorded before cancellation.
- Do include written confirmation from the California Franchise Tax Board regarding tax payments.
- Don't use a P.O. Box for the designated office address.
- Don't abbreviate the names of cities in the address sections.
- Don't alter the required statement in Item 9.
- Don't forget to sign the form where indicated, including by new general partners.
Misconceptions
- Misconception 1: The LP-7 form can be filed without paying taxes.
- Misconception 2: Any name can be used for the revived limited partnership.
- Misconception 3: The LP-7 form can be filed at any office.
- Misconception 4: All general partners must be listed in the original Certificate of Limited Partnership.
- Misconception 5: The filing fee is the only cost associated with the LP-7 form.
- Misconception 6: Legal advice is unnecessary when completing the LP-7 form.
This is incorrect. A written confirmation from the California Franchise Tax Board (FTB) is required. This confirmation must show that all taxes, fees, penalties, and interest have been paid before submitting the LP-7 form.
This is not true. The name must match the original name or follow specific naming rules. It should end with “Limited Partnership,” “LP,” or “L.P.” Certain words like “bank” or “insurance” cannot be included.
This is misleading. The LP-7 form must be filed only at the Sacramento office of the California Secretary of State.
This is not entirely accurate. New general partners can be added. However, at least one general partner listed in the original certificate must still be involved in the revival process.
This is incorrect. In addition to the $30 filing fee, there may be other fees for special handling or expedited processing. It's essential to consider these additional costs when preparing to file.
This is a common mistake. It is recommended to consult legal counsel to ensure that all requirements are met and that the revival process is handled correctly.
Key takeaways
- Form LP-7 is used to revive a limited partnership in California that was canceled on or after January 1, 2008.
- A $30.00 filing fee is required when submitting Form LP-7.
- Written confirmation from the California Franchise Tax Board (FTB) must accompany the form, verifying that all taxes and fees have been paid.
- The original file number and date of the limited partnership must be provided in the form.
- The name of the limited partnership must match the name on record at the time of cancellation, or a new name may be used if the original is unavailable.
- The form must include the addresses of the designated office and mailing address of the limited partnership.
- At least one general partner listed in the Certificate of Limited Partnership must still be a general partner for revival.
- All general partners must sign the form, including any new partners not listed at the time of cancellation.
- Consulting legal counsel before submitting Form LP-7 is recommended to address potential issues.