Secretary of State Business Programs Division 1500 11 Street, 3 Floor Sacramento, CA 95814 th rd Business Entities (916) 657-5448 LIMITED PARTNERSHIP CANCELLATION FILING REQUIREMENTS Domestic (California) limited partnerships: To cancel the Certificate of Limited Partnership of a California limited partnership (LP), the LP must file a Certificate of Dissolution (Form LP-3) and Certificate of Cancellation (Form LP-4/7). However, if the LP is governed by the Uniform Limited Partnership Act of 2008 (the Act of 2008), only Form LP-4/7 is required. Registered foreign (out of state or country) limited partnerships: To cancel the Application for Registration of a foreign LP, the foreign LP must file a Certificate of Cancellation (Form LP-4/7). Upon the filing of the Certificate of Cancellation (Form LP-4/7) by the Secretary of State: (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. Filing instructions along with the above-mentioned forms are enclosed. Completed forms can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944225, Sacramento, CA 94244-2250 or delivered in person to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. It is recommended for proof of submittal that if the document(s) are mailed to the Secretary of State, they be sent by Certified Mail with Return Receipt Requested. Statutory filing requirements are found in California Corporations Code sections 15623 or 15902.03 (California LP) and 15909.07 (registered foreign LP). California LPs: · If a California LP is dissolved and a person other than a general partner has been appointed to wind up the affairs of the LP, Form LP-3 and/or Form LP-4/7 must be filed after or together with a Certificate of Amendment (Form LP-2) indicating the name and address of the appointed person. (California Corporations Code sections 15622, 15624, 15902.04 and 15908.03.) If a California LP is governed by the Act of 2008 and is dissolved, the LP may file a Certificate of Amendment (Form LP-2) to indicate the LP is dissolved. (California Corporations Code section 15903.08.) The Certificate of Amendment (Form LP-2) is available on the Secretary of State's website at http://www.sos.ca.gov/business/. · · ACT OF 2008: A California LP is subject to the Act of 2008: (1) if it was formed on or after January 1, 2008; or (2) if it was formed prior to January 1, 2008, and has elected to be governed by the Act of 2008. All foreign LPs, regardless of when they registered in California, are subject to the Act of 2008. Effective January 1, 2010, all California LPs will be subject to the Act of 2008. The Act of 2008 can be found in the California Corporations Code commencing with Section 15900. LP DISS/CANC INFO (01/2008) Page 1 of 1 American LegalNet, Inc. www.FormsWorkflow.com INSTRUCTIONS FOR COMPLETING THE CERTIFICATE OF DISSOLUTION (FORM LP-3) For easier completion, this form is available on the Secretary of State's website at http://www.sos.ca.gov/business/ and can be viewed, filled in and printed from your computer. 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 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 only filed in the Sacramento office. It is recommended for proof of submittal that if Form LP-3 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 15623. All statutory references are to the California Corporations Code, unless otherwise stated. · Form LP-3 is required if the domestic (California) limited partnership was formed prior to January 1, 2008 and has not elected to be governed by the Uniform Limited Partnership Act of 2008 (Act of 2008). Note: To complete the cancellation process, the California limited partnership must also file a Certificate of Cancellation (Form LP-4/7). · It is recommended that legal counsel be consulted prior to submitting cancellation documents to ensure that all issues are appropriately addressed. ACT OF 2008: A California limited partnership is subject to the Act of 2008: (1) if it was formed on or after January 1, 2008; or (2) if it was formed prior to January 1, 2008, and has elected to be governed by the Act of 2008. Effective January 1, 2010, all California limited partnerships will be subject to the Act of 2008. The Act of 2008 can be found in the California Corporations Code commencing with Section 15900. FEES: There is no fee for filing Form LP-3. However, there is a $15.00 special handling fee for processing a document delivered in person to the Sacramento office. The special handling fee must be remitted separately for each submittal and will be retained whether the document is filed or rejected. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional fee (in lieu of the special handling fee). Please refer to the Secretary of State's website at http://www.sos.ca.gov/business/precexp.htm for detailed information regarding preclearance and expedited filing services. 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: The Secretary of State will certify two copies of the filed document(s) without charge, provided that the copies are submitted to the Secretary of State with the document(s) to be filed. Any additional copies submitted will be certified upon request and payment of the $8.00 per copy certification fee. Complete the Certificate of Dissolution (Form LP-3) as follows: Item 1. Item 2. Item 3. Item 4. Item 5. Item 6. Enter the file number issued by the California Secretary of State. Enter the name of the limited partnership exactly as it is of record with the California Secretary of State Check the appropriate box indicating the event causing the dissolution of the limited partnership. Enter the date of the dissolution, as caused by the event identified in Item 3. Enter any other information the partners filing Form LP-3 determine