Lp 4 7 – Fill Out and Use

Changes to California Business Entity Filings (Updated May 15, 2013)

As of January 1, 2013, new legal requirements apply to business entity documents filed with the California Secretary of State’s office.

Entity Addresses

All formation/registration documents must include the business entity street address and mailing address.

All foreign corporation and foreign limited liability company registration documents must include the street address of the principal business office address in California, if one exists.

Agent Address

All documents listing an individual person as an agent for service of process must include the agent’s California street address. A post office box address is not acceptable. All documents listing a corporation as a California registered corporate agent must not list an address. The corporate agent’s address is already on file.

Certificate to Register as a Corporate Agent

All corporate agents filing a certificate pursuant to California Corporations Code section 1505 must include the California street address where process may be served. A post office box address for a California registered corporate agent will not be accepted on any document.

Future File Date Requests

All future file date requests for corporation and limited liability company documents must be included within the document submitted or as an attachment to be made part of the filed document.

Copy Requests

The Secretary of State will no longer endorse and certify customer-provided copies. However, a customer who submits documents with a filing fee of $25.00 or more will receive one (1) uncertified copy of the documents for free and, at the time of filing, the free copy may be certified for a $5.00 certification fee. Customers requesting additional copies will be charged $1.00 for the first page and $0.50 for each additional page. Each certified copy requires an additional $5.00 certification fee.

Note: While domestic stock and foreign corporations are required to pay a total of $25.00 when filing the required Statement of Information, the total fees include a $20.00 filing fee and a $5.00 disclosure fee. Therefore, customers requesting copies of a Statement of Information (corporation or limited liability company) must include the copy fees described above.

SB 1532 - Business Entities Filings (REV. 05/2013)

Instructions for Completing the

Certificate of Cancellation (Form LP-4/7)

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.

It is recommended for proof of submittal that if Form LP-4/7 is mailed to the Secretary of State, it be sent by Certified Mail with Return Receipt Requested.

Legal Authority: Statutory filing requirements are found in California Corporations Code section 15902.03 (California limited partnerships) or 15909.07 (registered foreign limited partnerships). All statutory references are to the California Corporations Code, unless otherwise stated. Note: Signing Form LP-4/7 constitutes an affirmation under penalty of perjury that the facts stated in the certificate are true. (Section 15902.08(b).)

Upon the filing of Form LP-4/7: (1) the California limited partnership will be cancelled; or (2) the Certificate of Registration to transact business in California of the registered foreign limited partnership will be cancelled.

It is recommended that legal counsel be consulted prior to submitting Form LP-4/7 to ensure that all issues are appropriately addressed.

Fees: There is no fee for filing Form LP-4/7. However, 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: To get a copy of the filed document, 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 the Certificate of Cancellation (Form LP-4/7) 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. If the entity is a registered foreign limited partnership, enter the name of the foreign limited partnership, or if registered under an alternate name, enter the alternate name of the foreign limited partnership.

Item 3. California limited partnerships ONLY: Enter the date the initial Certificate of Limited Partnership was filed with the California Secretary of State.

Item 4. Enter any other information the partners filing Form LP-4/7 determine to include, provided that the information is not inconsistent with law. Attach additional pages, if necessary.

Item 5. This statement should not be altered. Note: Before filing Form LP-4/7 on behalf of a California limited partnership, the California limited partnership must have completed the winding up of its affairs as discussed in Section 15902.03.

LP-4/7 INSTRUCTIONS (REV 01/2013)

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