The California LP-102 form is a Certificate of Withdrawal that allows a limited partner to officially withdraw from a domestic limited partnership in California. This form is essential for individuals who, under good faith, believe they have become limited partners but wish to discontinue their ownership participation. To ensure a smooth process, consider filling out the form by clicking the button below.
The California LP-102 form, officially known as the Certificate of Withdrawal, serves a crucial purpose for individuals involved in domestic limited partnerships in California. This form allows a person who has invested in a limited partnership to formally withdraw from future participation as a limited partner. This withdrawal is recognized under California Corporations Code section 15903.06(b). It is important to note that the individual filing this form must genuinely believe they have become a limited partner, even if that belief is erroneous. To facilitate the filing process, the LP-102 form is readily available online through the California Secretary of State's website, where it can be completed and printed for submission. The completed form must be filed at the Sacramento office, either by mail or in person, and requires a filing fee of $30.00. Additionally, if the form is delivered in person, a non-refundable special handling fee of $15.00 applies. Upon successful filing, the Secretary of State will provide one uncertified copy of the document for free, with options for additional copies available for a fee. Completing the LP-102 involves providing specific information, including the limited partnership's file number and name, as well as the signature of the withdrawing limited partner. This process ensures that the withdrawal is documented officially and in compliance with state regulations.
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
Filling out the California LP-102 form is straightforward. This form allows a person to officially withdraw from a limited partnership if they mistakenly believed they were a limited partner. Once completed, the form must be filed with the California Secretary of State to finalize the withdrawal.
What is the purpose of the California LP-102 form?
The California LP-102 form, also known as the Certificate of Withdrawal, is used by individuals who have invested in a California limited partnership but later realize they are not actually limited partners. By filing this form, these individuals officially withdraw from any future ownership participation in the partnership. This process is governed by California Corporations Code section 15903.06(b), which provides the legal framework for such withdrawals.
Who is eligible to file the LP-102 form?
Only individuals who have made an investment in a California limited partnership and mistakenly believed they were limited partners can file the LP-102 form. It is essential that the person filing the form does so in good faith, meaning they genuinely believed they were a limited partner at the time of their investment. This form allows them to formally withdraw from the partnership and any associated responsibilities.
Where should the LP-102 form be filed?
The LP-102 form must be filed with the California Secretary of State. For convenience, the form can be completed online via the Secretary of State's website, printed, and then mailed or delivered in person to the Sacramento office. If you choose to file by mail, send the completed form to the Secretary of State, Document Filing Support Unit, P.O. Box 944225, Sacramento, CA 94244-2250. Note that this form is only accepted at the Sacramento office.
What are the fees associated with filing the LP-102 form?
The fee for filing the LP-102 form is $30.00. If you opt to deliver the form in person, a non-refundable special handling fee of $15.00 will also apply. If you need expedited processing or preclearance for your document, additional non-refundable fees may be required. Keep in mind that these expedited services are not available for documents submitted by mail. Payment should be made via check payable to the Secretary of State.
What should be included when completing the LP-102 form?
When filling out the LP-102 form, ensure you provide the file number assigned to the limited partnership by the California Secretary of State. Also, include the exact name of the limited partnership as recorded. Finally, the form must be signed by the individual withdrawing from the partnership, along with the date and printed name of the limited partner. This signature affirms that the information provided is true under penalty of perjury, as stipulated in California Corporations Code section 15902.08(b).
Filling out the California LP-102 form can be straightforward, but there are common mistakes that can lead to delays or complications. Awareness of these pitfalls can help ensure a smoother filing process.
One frequent error is failing to provide the correct file number. This number is crucial as it identifies the limited partnership in question. It should match exactly what is recorded with the California Secretary of State. Omitting or incorrectly entering this number can result in the form being rejected.
Another common mistake involves the name of the limited partnership. It is essential to enter the name precisely as it appears in official records. Any discrepancies, such as misspellings or variations, can lead to confusion and may invalidate the withdrawal.
In addition, many individuals overlook the importance of signing the form. The LP-102 must be signed by the withdrawing limited partner. Without a signature, the form cannot be processed, and the withdrawal will not be recognized.
People also sometimes forget to date the form. Including the date is a critical step, as it indicates when the withdrawal is effective. A missing date can lead to questions about the timing of the withdrawal.
Completing the form in illegible handwriting is another mistake that can complicate matters. If the form is not typed or printed clearly, it may be difficult for the processing staff to read the information. Using black or blue ink is recommended to ensure clarity.
Additionally, some individuals neglect to include the appropriate filing fee. The fee for filing the LP-102 is $30.00, and if the form is delivered in person, a special handling fee of $15.00 applies. Failure to include the correct payment can delay the processing of the withdrawal.
Lastly, it is important to remember that additional copies of the filed document can be requested at the time of submission. Many people forget to include this request, resulting in the need to file again later for extra copies. Being proactive can save time and effort.
When dealing with the California LP-102 form, several other documents and forms are often used in conjunction. These documents help clarify various aspects of limited partnerships and ensure compliance with state regulations. Below is a list of commonly associated forms and documents.
Each of these forms plays a critical role in the lifecycle of a limited partnership in California. Understanding their purposes can help ensure compliance and facilitate smoother operations within the partnership framework.
The California LP-102 form, which serves as a Certificate of Withdrawal for limited partners, shares similarities with several other legal documents. Each of these documents addresses specific situations related to partnerships and business structures. Here’s a list of documents that are comparable to the LP-102 form:
Each of these forms plays a critical role in the governance and operation of partnerships and business entities in California. Understanding their similarities can help individuals navigate the complexities of business law more effectively.
When filling out the California LP-102 form, it's essential to follow certain guidelines to ensure the process goes smoothly. Below are some do's and don'ts to keep in mind:
By adhering to these guidelines, you can help ensure that your withdrawal from the limited partnership is processed without unnecessary delays or complications.
Misconceptions about the California LP-102 form can lead to confusion and errors in the withdrawal process from a limited partnership. Here are ten common misconceptions along with clarifications:
Understanding these misconceptions can help individuals navigate the withdrawal process more effectively and avoid unnecessary complications.
When filling out and using the California LP-102 form, consider the following key takeaways: