Outline
The California LP-7 form, officially known as the Limited Partnership Certificate of Revival, serves a critical function for businesses seeking to reinstate their limited partnership status after cancellation. This form is necessary for limited partnerships that were canceled on or after January 1, 2008, and at least one general partner from the original partnership must still be active. To initiate the revival process, a filing fee of $30.00 is required, along with written confirmation from the California Franchise Tax Board. This confirmation must verify that all outstanding taxes, fees, penalties, and interest have been settled, and that all required tax returns have been filed. The form requires specific information, including the original file number and date, the name of the limited partnership, and the addresses of both the designated office and mailing address. Additionally, it mandates details about the initial agent for service of process and the general partners, including any new general partners not listed in the previous certificate. The LP-7 form must be signed by authorized individuals, affirming the truthfulness of the information provided under penalty of perjury. Understanding the nuances of this form is essential for ensuring a smooth revival process and compliance with California law.
Sample - California Lp 7 Form
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)
LP-7 INSTRUCTIONS (REV 03/2022)
2022 California Secretary of State
bizfileOnline.sos.ca.gov
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.
Enter the original Entity (File) Number issued to the limited partnership by the California Secretary of
State.
Item 2. Enter the date the initial Certificate of Limited Partnership was filed with the California Secretary of State.
Enter the date as MM/DD/YYYY.
Item 3.
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.
Item 4.
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
5
a & 5b.
Items
6 & 7
Items
8a - 8b.
Item 5a: Enter the street address of the designated office address in California. The “designated office”
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.
If designating an individual as the agent for service of process, complete Items 6 and 7. If designating a
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.
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.
Item 9. This statement is required by statute and should not be altered.
Item 10. Attach any other information to be included in Form LP-7, provided that the information is not inconsistent
with law.
Item 11. 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
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
Original Entity Number (Enter the original Entity Number issued to the limited partnership
by the California Secretary of State.)
Original File Date
(Enter the date the original Certificate
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
CA
Zip Code
5b.
Mailing Address of Limited Partnership, if different from Item 5a City
State
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 City
State
CA
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.)
Name Address City
State
Zip Code
8a.
The above-named general partner was not a general partner at the time the Certificate of Limited Partnership was cancelled.
Name Address City
State
Zip Code
8b.
The above-named general partner was not a general partner at the time the Certificate of Limited Partnership was cancelled.
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
p
artnershi
p
was cancelled AND b
y
each new
g
eneral
p
artner. Additional si
g
natures ma
y
be made on an attachment to this certificate.
)
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
11.
Signature of Authorized Person
Type or Print Name and Title of Authorized Person
LP-7 (REV 03/2022)
2022 California Secretary of State
Form Information
| Fact Name | Details |
|---|---|
| Filing Fee | A fee of $30.00 must accompany the LP-7 form when submitted for revival. |
| Tax Confirmation Requirement | The form must include written confirmation from the California Franchise Tax Board (FTB) that all taxes, fees, penalties, and interest have been paid. |
| Governing Law | The LP-7 form is governed by the California Corporations Code, specifically section 15902.09. |
| Revival Conditions | The limited partnership can be revived if it was cancelled on or after January 1, 2008, and at least one general partner listed at cancellation remains. |
| Signature Requirements | At least one general partner listed in the original Certificate of Limited Partnership must sign the LP-7, along with any new general partners. |
Detailed Guide for Filling Out California Lp 7
Completing the California LP-7 form is an important step in reviving a limited partnership. Before you start, ensure you have the necessary information and documents ready, including the $30 filing fee and written confirmation from the California Franchise Tax Board that all taxes and fees have been paid. Follow these steps carefully to fill out the form correctly.
- 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 initial Certificate of Limited Partnership was filed. Use the format mm/dd/yyyy.
- For Item 3, write the exact name of the limited partnership as it was recorded when the Certificate of Limited Partnership was cancelled.
- If the name in Item 3 is not available, enter the new name for revival in Item 4. Make sure it ends with “Limited Partnership,” “LP,” or “L.P.”
- In Item 5a, enter the street address of the designated office in California. Avoid using a P.O. Box or abbreviations.
- If the mailing address is different from the designated office, provide it in Item 5b. Again, do not abbreviate the city name.
- Complete Item 6 with the name of the initial agent for service of process. If this agent is an individual, proceed to Item 7.
- If the initial agent is an individual, provide their address in Item 7. If a corporation is the agent, skip this item.
- List the names and addresses of all general partners in Item 8a and 8b. If any are new partners not listed before, check the appropriate box.
- In Item 9, include the required statement that the certificate is being filed by authorized general partners.
- If there’s any additional information, attach it and reference it in Item 10.
- Finally, sign the form in Item 11. At least one general partner listed must sign, along with any new partners. If necessary, additional signatures can be made on an attachment.
Obtain Answers on California Lp 7
-
What is the purpose of the California LP-7 form?
The California LP-7 form, also known as the Limited Partnership Certificate of Revival, is used to revive a limited partnership that has been canceled. This form allows the partnership to regain its legal status as if it had never been canceled, provided certain conditions are met.
-
What is the filing fee for the LP-7 form?
The filing fee for the LP-7 form is $30.00. Additionally, if the form is delivered in person to the Sacramento office, a non-refundable special handling fee of $15.00 applies.
-
What documents must accompany the LP-7 form?
Along with the LP-7 form, you must include written confirmation from the California Franchise Tax Board (FTB). This confirmation should verify that all taxes, fees, penalties, and interest have been paid and that all required tax returns have been filed.
-
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 these general partners must have been listed in the Certificate of Limited Partnership at the time it was canceled.
-
What information is required in the LP-7 form?
The form requires several key pieces of information, including:
- Original file number issued by the Secretary of State
- Date the original Certificate of Limited Partnership was filed
- Exact name of the limited partnership at the time of cancellation
- New entity name if the original name is not available
- Addresses for the designated office and mailing address
- Names and addresses of all general partners
-
What is the role of the initial agent for service of process?
The initial agent for service of process is responsible for receiving legal documents on behalf of the limited partnership. If the agent is an individual, they must reside in California. If a corporation is designated as the agent, it must have a valid certificate on file with the Secretary of State.
-
Can the name of the limited partnership be changed during revival?
If the original name of the limited partnership is unavailable, you can provide a new name. However, the new name must end with “Limited Partnership,” “LP,” or “L.P.” and cannot include certain restricted words such as “bank” or “insurance.”
-
What happens after the LP-7 form is filed?
Upon successful filing of the LP-7 form, the limited partnership will be revived. It will regain its legal status as if it had never been canceled, allowing it to continue business operations.
-
Is legal counsel recommended before filing the LP-7 form?
Yes, it is advisable to consult with legal counsel prior to submitting the LP-7 form. This ensures that all issues are properly addressed and that the revival process complies with relevant laws.
-
Where should the completed LP-7 form be filed?
The completed LP-7 form should be mailed or delivered in person to the Secretary of State, Document Filing Support Unit, in Sacramento. For online completion, the form can be accessed via the California Secretary of State's website.
Common mistakes
Filling out the California LP-7 form can be a straightforward process, but many people make common mistakes that can lead to delays or even rejections. One frequent error is failing to provide the correct original file number. This number is crucial as it identifies your limited partnership in the state’s records. If you enter an incorrect number, it may cause confusion and result in your application being denied. Always double-check the number against your original documents to ensure accuracy.
Another mistake often seen is not including the necessary confirmation from the California Franchise Tax Board (FTB). This written confirmation is essential to show that all taxes, fees, penalties, and interest have been paid, and that all required tax returns have been filed. Without this confirmation, your LP-7 form cannot be processed. It’s a good idea to obtain this letter before you start filling out the form to avoid any last-minute scrambles.
Many applicants also overlook the importance of providing complete and accurate addresses. When filling out the designated office address, make sure to include the full street address without abbreviations. This applies to the mailing address as well. Missing or incorrect addresses can lead to communication issues and delays in processing your application. Take the time to verify that all address details are correct before submission.
Finally, signatures on the LP-7 form must be from the appropriate individuals. It’s not enough for just anyone to sign; at least one general partner listed in the original Certificate of Limited Partnership must sign the form. Additionally, any new general partners must also provide their signatures. Failing to secure the necessary signatures can result in the form being rejected. Ensure that you have all required signatures before you submit the document.
Documents used along the form
When filing the California LP-7 form, several other documents may be required or helpful in the process of reviving a limited partnership. Below is a list of common forms and documents that are often used alongside the LP-7 form, each with a brief description.
- Certificate of Limited Partnership: This document originally establishes the limited partnership. It contains essential details such as the name, address, and general partners of the partnership.
- Franchise Tax Board Confirmation Letter: A written confirmation from the California Franchise Tax Board is necessary to ensure all taxes, fees, and required returns have been filed and paid before reviving the partnership.
- Statement of Information (Form LLC-12): This form provides updated information about the limited partnership, including addresses and management details. It may be required shortly after reviving the partnership.
- General Partner Resolution: A document that states the decision made by the general partners to revive the limited partnership. This may be necessary for internal records or compliance.
- Operating Agreement: While not mandatory, having an updated operating agreement can clarify the roles and responsibilities of the partners after revival.
- Certificate of Good Standing: This certificate, if applicable, shows that the partnership is in compliance with state regulations and is authorized to conduct business.
- Tax Returns: Copies of any tax returns filed during the period of cancellation may be needed to demonstrate compliance with tax obligations.
- Attachment of Additional General Partners: If there are new general partners, an attachment listing their names and addresses may be required.
- Cover Letter: A cover letter may accompany the LP-7 form to explain the purpose of the filing and list any attached documents.
- Payment Receipt: A copy of the payment receipt for the filing fee may be included to confirm that the necessary fees have been paid.
Gathering these documents can help ensure a smoother process when reviving your limited partnership. It is advisable to review all requirements carefully and consider seeking legal counsel if you have any questions or concerns.
Similar forms
- Certificate of Limited Partnership (Form LP-1): This document establishes a limited partnership in California. Similar to the LP-7, it requires information about the general partners, the limited partnership's name, and its designated office address. Both forms are essential for maintaining the legal status of a limited partnership, but while LP-1 initiates the partnership, LP-7 revives it after cancellation.
- Certificate of Cancellation (Form LP-3): This form is used to officially cancel a limited partnership. Like the LP-7, it involves the submission of specific details regarding the partnership and its general partners. However, while the LP-7 aims to restore a partnership's status, the LP-3 terminates it, marking a clear distinction in their purposes.
- Statement of Information (Form SI-100): This document provides updated information about a limited partnership, including the names and addresses of general partners. Similar to the LP-7, it helps keep the state informed about the partnership's current status. However, the LP-7 is specifically for reviving a partnership, whereas the SI-100 is for ongoing updates.
- Application for Reservation of Name (Form NAME RESERVATION): This form allows a limited partnership to reserve a name before officially filing for formation. Both documents require the proposed name of the partnership and involve state approval. The key difference lies in their timing; the name reservation precedes the formation or revival process, while the LP-7 is a step taken after cancellation.
- Certificate of Good Standing: This document confirms that a limited partnership is compliant with state regulations and has met all filing requirements. While the LP-7 is about reviving a partnership, the Certificate of Good Standing verifies that a partnership is active and in good standing with the state, ensuring it can conduct business without legal hindrances.
Dos and Don'ts
When filling out the California LP-7 form, it is important to follow specific guidelines to ensure successful submission. Below is a list of ten things to do and avoid during this process.
- Do read all instructions carefully before starting the form.
- Do provide the original file number issued to the limited partnership.
- Do enter the exact name of the limited partnership as it was recorded.
- Do include the written confirmation from the California Franchise Tax Board.
- Do ensure the new entity name ends with “Limited Partnership,” “LP,” or “L.P.”
- Do provide the designated office address in California, avoiding P.O. Box addresses.
- Do list all general partners and check if any are new partners.
- Do sign the form as required by law, including signatures from new general partners.
- Don't use abbreviations for city names in the addresses.
- Don't alter the required statement included in the form.
Following these guidelines will help ensure that the LP-7 form is completed correctly, facilitating the revival of the limited partnership.
Misconceptions
- Misconception 1: The LP-7 form can be filed without prior tax clearance.
- Misconception 2: Any name can be used for the revived limited partnership.
- Misconception 3: Only new general partners need to sign the LP-7 form.
- Misconception 4: The LP-7 form can be submitted at any office of the Secretary of State.
- Misconception 5: Filing the LP-7 form guarantees immediate revival of the limited partnership.
This is incorrect. A written confirmation from the California Franchise Tax Board (FTB) is required. This confirmation must verify that all taxes, fees, penalties, and interest have been paid, and that all necessary tax returns have been filed.
This is not true. The name must match the original entity name or, if that name is unavailable, follow specific guidelines. It must end with “Limited Partnership,” “LP,” or “L.P.” and cannot contain certain restricted words.
This is misleading. The form must be signed by at least one general partner listed in the original Certificate of Limited Partnership at the time of cancellation, as well as by any new general partners.
This is false. The LP-7 form must be filed specifically at the Sacramento office of the California Secretary of State, either by mail or in person.
This is not accurate. While filing the LP-7 does revive the partnership, it is contingent upon meeting all filing requirements, including tax clearance and proper completion of the form.
Key takeaways
Here are key takeaways about filling out and using the California LP-7 form:
- The filing fee for the LP-7 form is $30.00.
- Written confirmation from the California Franchise Tax Board (FTB) is required, confirming all taxes and fees are paid.
- The form must be completed in black or blue ink if not done online.
- It can be filed by mail or delivered in person to the Sacramento office.
- The LP-7 form revives a limited partnership that was canceled on or after January 1, 2008.
- At least one general partner from the original Certificate of Limited Partnership must still be a general partner.
- The name of the revived limited partnership must include “Limited Partnership” or the abbreviation “LP” or “L.P.”
- General partners must provide their names and addresses, and indicate if any are new partners.
- Signatures are required from existing general partners and any new general partners.
- Consulting legal counsel before submitting the form is recommended to address potential issues.
Ensure all information is accurate and complete to facilitate the revival process. This form is crucial for reinstating the legal status of the limited partnership.