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California Partnership
California Limited Partnership
Limited Partnership Name
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The name shall contain the
words ïlimited partnership” or the abbreviation ïL.P.” at the end. The name of the limited partnership may not
contain the words ïbank,” ïinsurance,” ïtrust,” ïtrustee,” ïincorporated,” ïinc.,” ïcorporation,” or ïcorp.”.
A Limited Partnership may provide limited liability for some partners.
There must be at least one General Partner that acts as the controlling
partner while the liability of limited partners is normally limited to
the amount of control or participation they have engaged in. General
partners of a limited partnership have unlimited personal liability
for the partnership's debts and obligation
- Certificate of Limited Partnership containing
the following information
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the name of the limited partnership as it appears in the partnership agreement.
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Enter the complete street address, including the zip code, of the principal executive office. DO NOT show a P.O.
Box or abbreviate the name of the city.
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Enter the complete street address, including the zip code, of the California address where the records are kept.
DO NOT show a P.O. Box or abbreviate the name of the city. (Section 15614.)
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Enter the name of the agent for service of process in this state. The agent for service of process must be an
individual residing in California or a corporation that has filed a certificate pursuant to Section 1505. Check the
appropriate provision.
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If an individual is designated as the agent for service of process, enter a business or residential address in
California. DO NOT enter ïin care of” (c/o) or abbreviate the name of the city. DO NOT enter an address if a
corporation is designated as the agent for service of process.
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Enter the names and addresses, including the zip code, of all general partners. DO NOT abbreviate names of the
cities. Attach additional pages, if necessary.
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If a general partner is a trust, both the names of the trust (including the date of the trust, if applicable) and the
trustee must be listed. Example: Mary Todd, trustee of the Lincoln Family Trust U/T/A 5-1-94.
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Indicate the number of general partnersí signatures required for filing certificates of amendment, restatement,
merger, dissolution, continuation, and cancellation.
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The Certificate of Limited Partnership (LP-1) may include other matters that the person filing the Certificate of
Limited Partnership determines to include. Other matters may include the purpose of business of the limited
partnership (e.g., ïgambling enterprise”). If other matters are to be included, attach one or more pages setting
forth the other matters. All attachments should be 8½” x 11”, one-sided and legible.
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The Certificate of Limited Partnership (LP-1) shall be executed and acknowledged with the original signatures of
all general partners, unless it is filed pursuant to the provisions of Sections 15625 or 15633. A facsimile or
photocopy of the signature is not acceptable for the purpose of filing with the Secretary of State.
- Filling Fees
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A $70.00 filing fee must accompany this form.
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