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) State of California Secretary of State STATEMENT OF DENIAL A $30.00 filing fee must accompany this form. IMPORTANT ­ Read instructions before completing this form. 1. NAME OF PARTNERSHIP Form GP-2 2. SECRETARY OF STATE FILE NUMBER 3. FACT DENIED, WHICH MAY INCLUDE DENIAL OF AUTHORITY OR STATUS AS A PARTNER: 4. 5. NUMBER OF PAGES ATTACHED, IF ANY: I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. THIS SPACE FOR FILING USE ONLY DOCUMENT # SIGNATURE OF PARTNER DATE EXECUTED TYPE OR PRINT NAME OF PARTNER COUNTY AND STATE EXECUTED 6. RETURN TO: NAME: ADDRESS: CITY: STATE: ZIP CODE: Instructions for Completing the Statement of Denial (Form GP-2) 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 provisions are found in California Corporations Code section 16304. All statutory references are to the California Corporations Code, unless otherwise indicated. A Statement of Partnership Authority (Form GP-1) must be filed with the Secretary of State of California prior to filing a Statement of Denial (Form GP-2). A partner or other person named as a partner in a filed Statement of Partnership Authority (Form GP- 1) or in a list maintained by an agent pursuant subdivision (b) of Section 16303 may file a Statement of Denial (Form GP-2). In order for a statement to be effective for real estate transfers, a certified copy of the statement issued by the Secretary of State, must be recorded in the office for recording transfers of real property. (Section 16105(b).) Fees: The fee for filing Form GP-2 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 the Statement of Denial (Form GP-2) as follows: Item 1. Item 2. Item 3. Enter the name of the partnership as filed with the Secretary of State of California. Enter the file number issued to the partnership by the Secretary of State of California. Enter the fact that is being denied; that may include denial of a person's authority or status as a partner. Attach additional pages, if necessary, and indicate the number of pages attached in Item 4. Enter the number of pages attached, if any. The Statement of Denial (Form GP-2) shall be executed with an original signature. Enter the name and mailing address of the person or firm to whom a copy of the filing is to be returned. Item 4. Item 5. Item 6. GP-2 (REV 01/2013)