California Foreign Registration · Foreign LP, Form LP-5
California Form LP-5, the foreign limited partnership application
California Form LP-5 is the Application for Registration Foreign Limited Partnership: a limited partnership chartered elsewhere sends it to the California Secretary of State, Business Entities with $70, attaching a certificate of good standing. We prepare and file Form LP-5 by email order for $199 plus the state fee.
Form LP-5 at a glance
- Who files
- A limited partnership, or a limited liability limited partnership, formed outside California and transacting intrastate business here
- State fee
- $70
- Attachment
- A certificate of good standing, or another record of similar import, from the public official of the home jurisdiction
- Signature
- A general partner
- Filing
- bizfile Online, by mail, or by drop-off in Sacramento
- Handling target
- 5 days or less online, 10+ days on paper
- Changes later
- Form LP-6, $30
- Cancelling
- Form LP-4/7, no fee
Reading Form LP-5 line by line
| Field | Entry | Common slip |
|---|---|---|
| 1a. Name | The exact name of the foreign LP as it appears on the certificate of good standing | The name must match the certificate |
| 1b. Alternate name | A name for use in California, only if the name in 1a is not available here | Leave blank when the real name is available |
| 2. Jurisdiction | The state, country or place where the LP is formed | Must match the attached certificate |
| 3a. Principal office | Street address of the principal office | No P.O. box and no in-care-of address |
| 3b. Mailing address | The mailing address of the principal office, if different from 3a | A P.O. box is acceptable here |
| 3c. Required office | The address of the office the home law requires, if any | Leave blank if the home state requires none |
| 4. Service of process | The individual option or the corporate agent option, filled in once | Complete one option only |
| 5. General partners | The name and address of every general partner, with extra pages if needed | Every general partner, not only the signer |
| 6. Limited liability limited partnership | Check the box only if the LP is a foreign LLLP | Leave it unchecked for an ordinary LP |
| Signature | A general partner signs and prints the name | The declaration says the signer is the person who signed the instrument and is authorized to sign |
The form is filed with the fee and the certificate. Unlike the LLC application, it asks for the general partners by name, since they manage the partnership.
The certificate of good standing
The Secretary of State's FAQ tells foreign limited partnerships to attach a certificate of good standing, or another record of similar import, issued by an authorized public official of the home jurisdiction. Home states name this document differently: a certificate of existence, a certificate of status, a certificate of good standing. Any of them works if it shows the partnership is in existence at home under the same name as item 1a.
Fee, payment and filing
The fee is $70. Paper filings go to P.O. Box 944260, Sacramento, CA 94244-2600 or can be dropped off at 1500 11th Street, Sacramento, CA 95814, where the counter adds a $15 special handling fee. Faster review costs $350 for a 24-hour answer or $750 for same day. California's handling target is 5 days or less for online filings and 10+ days for paper filings.
Changing or ending the registration
When the partnership changes details it gave on Form LP-5, the amendment is Form LP-6 at $30, and changes of address or agent go on that same paper amendment. To leave California, the partnership files Form LP-4/7, the certificate of cancellation. The form is free, requires the partnership's status to be active on the Secretary of State's records, and states that on its effective date the registration is cancelled and the powers, rights and privileges of the partnership cease in California. A certified copy of the cancellation costs $5 if you want one.
Why Form LP-5 filings come back
- The name in item 1a does not match the certificate of good standing.
- No certificate is attached, or the certificate shows a different jurisdiction from item 2.
- A general partner is left off item 5, or the signature is not a general partner's.
- A P.O. box appears in an address that must be a street address.
- The agent lines and the corporate agent line are both filled in, or the corporate agent has not filed Form 1505.
Having us file Form LP-5
Email us the partnership details
Name, home state, principal office, general partners and the agent for service of process.
We check the name and the certificate
The certificate must show the partnership in existence under the same name.
We complete the form
All items, including the general partners and the LLLP box if it applies.
A general partner signs
We send the form for signature, or file online with the electronic signature the portal accepts.
We file and pay
With the $70 fee.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Foreign limited partnership questions
Does a foreign LP pay the same fee as a foreign LLC?
Yes. The State fee is $70, the same as for Form LLC-5.
Is there a Statement of Information for a limited partnership?
No. A foreign LP reports changes on the paper amendment, Form LP-6.
Our fee, plus the state fee at cost
Register in California
California$199
+ $70 Secretary of State fee
- Form LLC-5 for an LLC or the Statement and Designation by Foreign Corporation for a corporation
- A current certificate from your home state, which we order
- Submitted to Sacramento through bizfile Online
- A California agent for service of process: ours, or the one you name
- The certificate of registration, sent to you once issued
- Renewal: after the first year, the agent service renews at $149 a year
Checkout lists our fee and the state fee as separate lines. The state fee is charged at cost. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Where these facts come from
- California Secretary of State, foreign LLC forms and fees
- California Corporations Code 17708.02 (application to register)
- California Secretary of State, Business Entities FAQs
- California Secretary of State, foreign corporation forms and fees
- California Secretary of State, foreign limited partnership forms and fees
- California Secretary of State, Form LP-5 (Application for Registration, Foreign LP)
- Franchise Tax Board, Form FTB 3522 instructions (LLC tax voucher)
- Franchise Tax Board, Form 568 booklet (annual LLC tax)
- California Secretary of State, Form LP-4/7 (Certificate of Cancellation, LP)
- California Secretary of State, Business Entities fee schedule
- California Secretary of State, Form LLC-5 (Application to Register a Foreign LLC)
- California Secretary of State, special handling and expedited filing services
Registering an out-of-state company in California?
Order online, and we prepare the filing, get the certificate from your home state and file in Sacramento.