The California LP-7 form is a Certificate of Revival used to reinstate a limited partnership that has been canceled. To successfully file this form, a $30.00 fee and written confirmation from the California Franchise Tax Board confirming all taxes and fees have been paid are required. If you need to revive your limited partnership, click the button below to fill out the form.
The California LP-7 form, officially known as the Limited Partnership Certificate of Revival, serves a crucial function for limited partnerships that have been canceled and wish to reinstate their legal status. To successfully file this form, a $30.00 fee is required, along with written confirmation from the California Franchise Tax Board (FTB) verifying that all outstanding taxes, fees, penalties, and interest have been settled, and that all necessary tax returns have been filed. The form requires specific details, including the original file number and the date of the initial Certificate of Limited Partnership, as well as the exact name of the partnership at the time of cancellation. If the original name is unavailable, a new name must be provided, adhering to naming conventions that include “Limited Partnership” or its abbreviations. Additionally, the form mandates the designation of an agent for service of process, who must be either an individual residing in California or a qualified corporation. General partners must be listed, with the option to indicate any new partners not previously recorded. The LP-7 form must be signed by the authorized general partners, affirming under penalty of perjury that the information provided is accurate. This process not only revives the partnership but restores its legal standing as if it had never been canceled.
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)
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.
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.)
LP-7 INSTRUCTIONS (REV 03/2022)
2022 California Secretary of State
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 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.
This statement is required by statute and should not be altered.
Attach any other information to be included in Form LP-7, provided that the information is not inconsistent with law.
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
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
Original File Date (Enter the date the original Certificate
by the California Secretary of State.)
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
Zip Code
CA
5b.
Mailing Address of Limited Partnership, if different from Item 5a
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
State 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.)
8a. Name
Address
The above-named general partner was not a general partner at the time the Certificate of Limited Partnership was cancelled.
8b. Name
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.
Signature of Authorized Person
Type or Print Name and Title of Authorized Person
LP-7 (REV 03/2022)
Completing the California LP-7 form is a straightforward process that requires careful attention to detail. This form is essential for reviving a limited partnership that has been canceled. Before diving into the form, ensure you have all necessary information at hand, including the original file number and confirmation from the California Franchise Tax Board regarding tax compliance.
Once the form is filled out, double-check for accuracy and completeness. It’s essential to submit the LP-7 along with the required payment and the confirmation letter from the Franchise Tax Board. This will ensure that your limited partnership is revived properly and can continue its operations without interruption.
What is the California LP-7 form?
The California LP-7 form, officially known as the Limited Partnership Certificate of Revival, is a document used to revive a limited partnership that has been canceled. This form must be filed with the California Secretary of State and requires specific information about the partnership, its general partners, and the original certificate details. It is essential for those looking to restore their limited partnership status in California.
What are the requirements to file the LP-7 form?
To successfully file the LP-7 form, you need to meet several requirements. First, the limited partnership must have been canceled on or after January 1, 2008. At least one general partner from the time of cancellation must still be involved in the partnership. Additionally, a $30 filing fee is required, along with written confirmation from the California Franchise Tax Board (FTB) that all taxes and fees have been paid and all necessary tax returns have been filed.
How do I complete the LP-7 form?
Completing the LP-7 form involves several key steps. Begin by entering the original file number and the original file date of the limited partnership. Next, provide the exact name of the partnership as it was recorded when it was canceled. If that name is not available, you can enter a new name that meets the state’s naming requirements. You will also need to provide addresses for the designated office and mailing address, along with details about the initial agent for service of process and the general partners involved.
What is the filing fee for the LP-7 form?
The standard filing fee for the LP-7 form is $30. If you choose to deliver the form in person, a non-refundable special handling fee of $15 applies. Additional fees may be incurred if you request expedited processing or preclearance services. It is important to ensure that payment is included with your submission to avoid delays.
Where should I file the LP-7 form?
The LP-7 form must be filed with the California Secretary of State. You can mail it to the Document Filing Support Unit at their Sacramento address or deliver it in person at the same location. It is recommended to complete the form online for convenience, as it is available on the California Secretary of State’s website.
What happens after I file the LP-7 form?
Once the LP-7 form is filed and accepted, the limited partnership is revived with the same legal status as if it had never been canceled. This means that the partnership can continue its business operations as before. You will receive one uncertified copy of the filed document, and if you need additional copies, you can request them at the time of filing for a small fee.
Filling out the California LP-7 form can be straightforward, but many people make mistakes that can delay the revival of their limited partnership. One common error is failing to include the required filing fee. The form requires a $30.00 payment, and without it, the submission will not be processed. It is essential to check that the payment is included before mailing the form.
Another frequent mistake involves the written confirmation from the California Franchise Tax Board (FTB). Applicants often overlook this requirement. The FTB must confirm that all taxes, fees, penalties, and interest have been paid, and that all necessary tax returns have been filed. Submitting the LP-7 without this confirmation can result in rejection of the application.
Many individuals also struggle with providing accurate information in the designated sections. For example, the original file number and the original file date must be entered correctly. Errors in these details can lead to confusion and delays. It is crucial to refer to the original documents to ensure accuracy when filling out these fields.
Addressing the agent for service of process is another area where mistakes are common. If an individual is designated as the agent, their address must be complete and accurate. People sometimes forget to include the city or use a P.O. Box, which is not acceptable. If a corporation is named as the agent, it must have the proper certification on file, and this must be noted correctly on the form.
Lastly, signatures can be a point of contention. The form must be signed by at least one general partner listed in the original Certificate of Limited Partnership and by any new general partners. Some individuals forget to include all necessary signatures or fail to follow the required format for signing. It is vital to ensure that all signatures are present and that they adhere to the guidelines provided in the instructions.
When reviving a limited partnership in California using the LP-7 form, several other documents may be required or beneficial to complete the process effectively. Understanding these additional forms can help ensure compliance with state regulations and streamline the revival process.
Being aware of these forms and documents can facilitate a smoother revival of a limited partnership in California. Ensuring that all necessary paperwork is completed and submitted will help avoid delays and potential legal issues down the line.
When filling out the California LP-7 form, it’s essential to follow specific guidelines to ensure a smooth process. Here’s a list of what to do and what to avoid:
This is incorrect. A written confirmation from the California Franchise Tax Board (FTB) is required. This confirmation must state that all taxes, fees, penalties, and interest have been paid, and that all necessary tax returns have been filed.
This is not always true. If the original name is unavailable, you can choose a new name. However, it must end with “Limited Partnership,” “LP,” or “L.P.”
This is misleading. 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 proceed.
This is false. The form must be filed specifically at the Sacramento office of the California Secretary of State, either by mail or in person.
This is incorrect. The LP-7 form must be signed by at least one general partner from the original partnership and by each new general partner.
Here are some key takeaways about filling out and using the California LP-7 form:
These points highlight essential steps and requirements for successfully completing the LP-7 form in California.