Documents Required to Dissolve A California Limited Partnership

By Holly Cameron

The legal form of limited partnership offers businesses a blend of limited liability and organizational flexibility. A limited partnership has two categories of partners: general partners run the business and accept personal liability for the debts of the partnership, and limited partners provide capital and do not generally participate in the management of the business. Limited partner liability is limited to the amount of capital a limited partner invests in the business.

Legal Regulation of Limited Partnerships

California limited partnerships must file formal registration documents with the secretary of state and all partners must also sign a formal partnership agreement. To obtain registration as a limited partnership, the business must have at least one limited partner and at least one general partner. The California Corporations Code incorporates the Uniform Limited Partnership Act of 2008 and sets out the legal provisions for the formation, operation and dissolution of limited partnerships in the state.

Events That Trigger Dissolution

Section 15908 of the California Corporations Code sets out the circumstances in which a limited partnership should be dissolved. These include when the partnership no longer has any general partners or all general partners and a majority of limited partners agree to dissolve the partnership. A court may also order dissolution if it determines it is no longer possible for the limited partnership to carry on its business in conformity with its partnership agreement.

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Certificate of Cancellation

When a limited partnership dissolves, it must file a Certificate of Cancellation, Form LP-4/7, with the California Secretary of State. The form should include the 12-digit file number issued when the limited partnership was formed to ensure the correct entity is dissolved. The person completing the form must also insert the date when the initial Certificate of Limited Partnership was filed. All general partners must sign Form LP-4/7. You can complete and file the form online. Once Form LP-4/7 has been filed, the limited partnership is legally canceled and may no longer trade or conduct business.

Announcing the Dissolution

Although not essential under the law, it’s good practice to notify business associates of the dissolution of a limited partnership. The ex-partners can do this either by mailing individual clients or by putting a notice in a local newspaper or trade publication, depending on the nature of the business.

Tax Documents

Although a limited partnership does not pay income tax to the IRS, it must file an information return each year and, upon dissolution, should file a final return confirming the date of dissolution. Limited partnerships registered in California must pay the Franchise Tax Board an annual minimum tax of $800. Once the Certificate of Cancellation has been filed with the secretary of state, the general partners should confirm the date of dissolution with the Franchise Tax Board.

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How to Dissolve a Limited Partnership in New York State

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Dissolving Limited Partnerships

The laws of each state govern the creation and dissolution requirements of limited partnerships that operate within its jurisdiction. However, 18 states and the District of Columbia follow the Uniform Limited Partnership Act of 2001, thereby creating some uniformity in partnership dissolution rules. If the limited partnership you’re dissolving operates in a different state, the rules are fairly similar but differences may exist. Be sure to research the laws of your own state.

Documents and Forms Needed for Illinois Sole Proprietorship Laws

Illinois law requires a sole proprietorship to register with various state and local government agencies as a condition of doing business. All sole proprietors must register with the Illinois Department of Revenue and obtain a business license in the city or county where the business is located. Additional registration requirements depend on other factors, such as whether the sole proprietor uses an assumed name, also known as a DBA, or if the business has employees.

Pennsylvania Uniform Limited Partnership Act

The Pennsylvania Uniform Limited Partnership Act provides for the formation of limited partnerships. These partnerships are called "limited" partnerships because they offer limited liability for business losses to some partners. This limited liability makes the limited partnership an attractive business entity to some business owners. Under Pennsylvania law, limited partnerships can be formed by two or more people.

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