Instructions for Completing the
Application for Registration (Form LP-5)
Where to File: For easier completion, this form is available on the Secretary of State's website at www.sos.ca.gov/business/be/forms.htm
and can be viewed, filled in and printed from your computer. The completed form along with the applicable fees 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, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. 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 15909.02. All statutory references are
to the California Corporations Code, unless otherwise stated. Note: Signing Form LP-5 constitutes an affirmation under penalty of perjury
that the facts stated in the document are true. (Section 15902.08(b).)
Additional Requirement: Attach to Form LP-5 a valid certificate of good standing (or other record of similar import) by an authorized
public official of the jurisdiction under which the foreign limited partnership is organized.
Fees: The fee for filing Form LP-5 is $70.00. 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. Detailed information about preclearance
and expedited filing services is available at 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.
Minimum Tax Requirement: Filing this document shall obligate most limited partnerships to pay an annual minimum tax of $800.00
to the Franchise Tax Board pursuant to California Revenue and Taxation Code section 17935. For more information, go to
https://www.ftb.ca.gov.
Complete the Application for Registration (Form LP-5) as follows:
Item 1.
Enter the name of the foreign limited partnership as registered in the foreign jurisdiction.
Item 2.
If the name in Item 1 does not comply with the requirements of California Corporations Code section 15901.08, then enter an
alternate name meeting those requirements (i.e., the name must end with the phrase “Limited Partnership” or the abbreviation
“LP” or “L.P.” and may not contain the words “bank,” “insurance,” “trust,” “trustee,” “incorporated,” “inc.,” “corporation,” or “corp.”
Note: If the foreign limited partnership is a foreign limited liability limited partnership, the name must contain the phrase “limited
liability limited partnership,” or the abbreviation “LLLP” or “L.L.L.P.” and may not contain the abbreviation “LP” or “L.P.”).
Item 3a.
Enter the street address of the principal office. (Section 15901.02.) Do not use a P.O. Box address or abbreviate the name of
the city.
Item 3b.
Enter the mailing address of the principal office, if different from the street address in Item 3a. Do not abbreviate the name of
the city.
Item 4.
Enter the address of the office required to be maintained by the foreign limited partnership under the laws of the foreign
jurisdiction, if any. Do not abbreviate the name of the city.
Item 5.
Enter the date of formation and the state (or other jurisdiction) under which the foreign limited partnership is organized.
Items
6 & 7.
Enter the name of the initial agent for service of process in California. An agent is an individual, whether or not affiliated with the
limited partnership, who resides in California or a corporation designated to accept service of process if the limited partnership
is sued. The agent should agree to accept service of process on behalf of the limited partnership prior to designation. If a
corporation is designated as agent, that corporation must have previously filed with the Secretary of State, a certificate pursuant
to Corporations Code section 1505. 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 Secretary of State.
If an individual is designated as the initial agent, complete Items 6 and 7. If a corporation is designated as the initial agent,
complete only Item 6 and proceed to Item 8 (do not complete Item 7).
Items
8a - 8b.
Enter the name and address of each general partner. Do not abbreviate the name of the city. If there are more than two
general partners, state the name and address of each additional general partner in an attachment to Form LP-5.
Item 9.
Check the box if the foreign limited partnership is a foreign limited liability limited partnership.
Item 10.
Form LP-5 must be signed by at least one general partner of the foreign limited partnership. (Section 15902.04)
If Form LP-5 is signed 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-5 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 a trust is designated as a general partner, Form LP-5 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-5.
Any attachments to Form LP-5 are incorporated by reference and made part of Form LP-5. All attachments should be 8 ½” x 11”,
one-sided and legible.
