Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 Limited Partnerships California Tax Information Registration of a limited partnership with the California Secretary of State will obligate a limited partnership to pay to the California Franchise Tax Board an annual minimum tax of $800.00. The tax is required to be paid for the taxable year of registration and each taxable year, or part thereof, until a Certificate of Cancellation is filed with the California Secretary of State. (California Revenue and Taxation Code section 17935.) A limited partnership is not subject to the taxes imposed by Revenue and Taxation Code section 17935 if the limited partnership did no business in California during the taxable year and the taxable year was 15 days or less. (California Revenue and Taxation Code section 17936.) For further information regarding franchise tax requirements, refer to the California Franchise Tax Board's website at https://www.ftb.ca.gov or call the Franchise Tax Board at: From within the United States (toll free).......................................................... (800) 852-5711 From outside the United States (not toll free) ................................................. (916) 845-6500 Automated Service - From within the United States (toll free) ........................ (800) 338-0505 Automated Service - From outside the United States (not toll free)................ (916) 845-6600 LP Tax Info (Rev. 01/2013) California Secretary of State www.sos.ca.gov/business/be (916) 657-5448 American LegalNet, Inc. www.FormsWorkFlow.com LP-1A File # ___________________________________ State of California Secretary of State Certificate of Limited Partnership - Conversion Important -- Read all instructions before completing this form. This Space For Filing Use Only Converted Entity Information 1. Name of Limited Partnership (End the name with the words Limited Partnership or the abbreviation LP or L.P.) 2. Names and Address of All General Partners (Attach additional pages, if necessary.) Name Address City State Zip Code Name Address City State Zip Code 3a. Initial Street Address of Limited Partnership's Designated Office in CA City State CA State Zip Code 3b. Initial Mailing Address of Limited Partnership, if different from Item 3a City Zip Code 4. Initial Agent for Service of Process: Item 4a: List the name of an individual or a corporation registered in CA under California Corporations Code section 1505 that agrees to be your agent for service of process. You may not list the converted entity as the agent. Item 4b: If the agent is an individual, list the agent's CA business or residential street address. Item 4c: If the agent is an individual and the converting entity is a CA corporation or general partnership, list the the agent's mailing address. Do not list an address if the agent is a CA registered corporate agent as the address for service of process is already on file. a. Name of Agent For Service of Process b. If an individual, Street Address of Agent for Service of Process - Do not list a P.O. Box c. If an individual, Mailing Address of Agent for Service of Process City City State CA State Zip Code Zip Code Converting Entity Information 5. Name of Converting Entity 6. Form of Entity 7. Jurisdiction 8. CA Secretary of State File Number, if any 9. The principal terms of the plan of conversion were approved by a vote of the number of interests or shares of each class that equaled or exceeded the vote required. If a vote was required, the following was required for each class: The class and number of outstanding interests entitled to vote. The percentage vote required of each class. AND 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. 11. I certify under penalty of perjury that the contents of this document are true. I declare I am the person who executed this intrument, which execution is my act and deed. Signature of Authorized Person Type or Print Name and Title of Authorized Person Signature of Authorized Person LP-1A (REV 01/2016) Type or Print Name and Title of Authorized Person APPROVED BY SECRETARY OF STATE American LegalNet, Inc. www.FormsWorkFlow.com Instructions for Completing the Certificate of Limited Partnership - Conversion (Form LP-1A) Where to File: For easier completion, this form is available on the Secretary of State's website at www.sos.ca.gov/business-programs/business-entities/forms 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, Business Entities, P.O. Box 944225, 94244-2250 or delivered in person (drop off) at 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 provisions for conversion purposes are found in the California Corporations Code commencing with sections 1150, 3300, 15911.01, 16901 and 17710.01. All statutory references are to the California Corporations Code, unless otherwise stated. Note: If the converting entity is a domestic (California) limited partnership, signing Form LP-1A constitutes an affirmation under penalty of perjury that the facts stated in the document are true. (Section 15902.08(b).) Form LP-1A may be used for the following conversions: Any California or foreign corporation, California or foreign limited liability company, foreign limited partnership, California or foreign general partnership, or foreign other business entity converting into a California limited partnership. The conversion may be effected ONLY if: (1) the laws of the converting entity and converted entity expressly permit the creation of the converted entity pursuant to a conversion; and (2) the conversion complies with all other applicable California and foreign laws. Fees: If a California corporation is the converting entity, the filing fee is $150.00. For all other conversions, the filing fee 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 o