Application For Registration Form. This is a California form and can be use in Limited Partnerships Secretary Of State.
Tags: Application For Registration, LP-5, California Secretary Of State, Limited Partnerships
Instructions for Completing the Application for Registration of a Foreign Limited Partnership (Form LP-5) To qualify a limited partnership (LP) from another state, country, or other place of origin (foreign LP) to transact intrastate business in California, you must file an Application for Registration of a Foreign Limited Partnership (Form LP-5) with the California Secretary of State. Form LP-5 is required along with a current (within 6 months) Item Instruction Tips 1a. Enter the name of the foreign LP exactly as it is shown on the Certificate of Good Standing (or other record of similar meaning) from the foreign jurisdiction. Enter the name currently used in the state, foreign country orLP-5 Instructions (REV /201) 201 California Secretary of State bizfile.sos.ca.gov American LegalNet, Inc. www.FormsWorkFlow.com 1b. If the name of the foreign LP does not end with 223LP224, 223L.P.224 or 223Limited Partnership224, the foreign LP must adopt, for the purposes of transacting business in California, an alternate name that complies with Section 15901.08 exactly as it is to appear on the records of the California Secretary of State. Note: If an Alternate Name is required, enter the foreign LP name as used in the foreign jurisdiction in Item 1a and the Alternate Name (the name to be used in California) in Item 1b. California Corporations Code section 15901.08 requires:- The LP name must end with: LP, L.P., or LimitedPartnership. - The LP name may not include: bank, insurance, trust,trustee, incorporated, inc., corporation, or corp. - The name must be distinguishable from other LPs ofrecord or reserved with the California Secretary of State. There are legal limitations on what name can be used for theLP. For LP name requirements and restrictions or for information on reserving an LP name prior to submitting Form LP-5, go to www.sos.ca.gov/business/be/name-availability. A name reservation is not required to submit Form LP-5. A preliminary search of LP names already of record can bemade online through our Business Search at BusinessSearch.sos.ca.gov . Please note: The Business Search is not intended to serve as a formal name. 2a. Enter the date your foreign LP was formed using the following format: MM/DD/YYYY. The date must match the formation date listed in the attached Certificate of Good Standing (or other record of similar meaning). 2b. Enter the state, foreign country or other place of origin where the foreign LP is formed. The jurisdiction must match the jurisdiction listed in the attached Certificate of Good Standing (or other record of similar meaning). 3a. Enter the complete street address, city, state and zip code of the foreign LP222s Principal Office address. The complete street address is required, including the streetname and number, city, state and zip code.Address must be a physical address.Do not enter a P.O. Box or abbreviate the name of the city. 3b. If different from the address in Item 3a, enter the mailing address of the foreign LP222s Principal Executive Office. This address will be used for mailing purposes and may be aP.O. Box address.Do not abbreviate the name of the city. 3c. Enter the complete address, city, state and zip code of the foreign LP222s required office in jurisdiction of formation, if any. The complete address is required, including the street nameand number, city and zip code.Address must be a street address in the foreign jurisdiction.Do not enter a P.O. Box. 4. The foreign LP must have an Agent for Service of Process. There are two types of Agents that can be named: an individual (e.g. member,manager, or any other individual)who resides in California with aphysical California address; ORa registered corporate agentqualified with the CaliforniaSecretary of State.An Agent for Service of Process is responsible for acceptinglegal documents (e.g. service of process, lawsuits, other typesof legal notices, etc.) on behalf of the foreign LP.You must provide information for either an individual OR aregistered corporate agent, not both.If using a registered corporate agent, the corporation musthave a current agent registration certificate on file with theCalifornia Secretary of State as required by Section 1505.The foreign LP cannot act as its own agent. LP-5 Instructions (REV /201) 201 California Secretary of State bizfile.sos.ca.gov American LegalNet, Inc. www.FormsWorkFlow.com 4a & b. If Individual Agent: Enter the name of the initial agentfor service of process and theagent222s complete California streetaddress, city and zip code.If an individual is designated asthe initial agent, complete Items 4aand 4b ONLY. Do not completeItem 4c.The complete street address is required, including the streetname and number, city and zip code.Do not enter a P.O. Box address, an 223in care of224 address, orabbreviate the name of the city.The individual agent should be aware that the name and thephysical street address of the agent for service of process is apublic record, available to all (as are all the addresses of theforeign LP provided in filings.) 4c. If Registered Corporate Agent: Enter the name of the initialregistered corporate agent exactlyas registered in California.If a registered corporate agent isdesignated as the initial agent,complete Item 4c ONLY. Do notcomplete Items 4a and 4b.Before a corporation is designated as agent for the foreign LP,that corporation must have a current agent registrationcertificate on file with the California Secretary of State asrequired by Section 1505 stating the address(es) of theregistered corporate agent and the authorized employees thatwill accept service of process of legal documents and noticeson behalf of the foreign LP.Advanced approval must be obtained from a registeredcorporate agent prior to designating that corporation as youragent for service of process.No California or foreign corporation may register as aCalifornia corporate agent unless the corporation currently isauthorized to engage in business in California and is in goodstanding on the records of the California Secretary of State.Provide your Registered Corporate Agent222s exact name asregistered with the California Secretary of State. To confirmthat you are providing the exact name of the RegisteredCorporate Agent, go tohttps://businessfilings.sos.ca.gov/frmlist1505s.asp. 5. List the name and address of the General Partner of the foreign LP. If you have more than one General Partner: - Place the additional name(s) and address(es) on only one side of a standard letter-sized piece of paper (8 1/2" x 11") clearly marked as an attachment to Form LP-5 and attach the extra page(s) to the completed Form LP-5. - All attachments are part of this document. Limited Partners names and addresses are not required.These are public documents; do not include social securitynumbers or other personal information. 6 Only check the box if the foreign LP is registering as a Foreign Limited Liability Limited Partnership. Signature Form LP-5 must be signed by at least one of the general partners with authority to sign according to the laws of the state, foreign country or other place where the foreign LP is formed. Multiple Form LP-5s with different signatures will bereturned without being filed 226 use only one form.If you need more space for signatures:- Place the additional signatures on only one sideof a standard letter-sized piece of paper (8 1/2" x 11") clearly marked as an attachment to Form LP-5 and attach the extra page(s) to the completed Form LP-5. - All attachments are part of this document. LP-5 Instructions (REV /201) 201 California Secretary of State bizfile.sos.ca.gov American LegalNet, Inc. www.FormsWorkFlow.com If a general partner is an entity, the entity's name mustbe entered in Item 5 and the name and title of theindividual signing on behalf of the entity, as well as theentity's name must be entered in Item 7. If Form LP-5 is signed by a business entity as General Partner, the person who signs on behalf of the entity should note their name and position/title and the entity name. Example: If a limited liability company ("Smith LLC") is the General Partner, the signature of the person signing on behalf of the Smith LL