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In the digital age, the process of maintaining accurate and up-to-date business records has become increasingly streamlined, especially with the advent of online systems. Among these advancements, the State of California offers a pragmatic solution for Limited Liability Partnerships (LLPs) seeking to amend their registration details through the California LLP-2 form. This particular form facilitates a variety of amendments, including changes to the partnership's name, address, the designated agent for service of process, and the specific type of business in which the LLP is engaged. The form, which requires a wet signature to validate its authenticity, underscores the legal requirement for non-electronic signatures despite the predominance of digital processes. Furthermore, once signed, the document needs to be converted into a PDF, adhering to specific file size and security parameters, before submission via the state's dedicated eForms Online system. Submissions are subject to a review for legal compliance, with the outcomes communicated via email. For those preferring traditional methods, mail and in-person submissions are also accepted, each necessitating the attachment of a Submission Cover Sheet and, for in-person filings, an additional handling fee. This harmonized process represents a notable effort by the California Secretary of State to simplify administrative procedures for LLPs, ensuring that they can efficiently update their registration details while complying with state legal standards.

Document Preview Example

This form can be submitted electronically through eForms Online:

1.Complete and print the fillable PDF form.

2.Sign the form (i.e. wet signature; electronic and digital signatures are not acceptable).

3.Scan and save the signed document to your personal computer, tablet or phone:

PDF file format only;

10 MB file size maximum;

PDF must be unlocked and not password protected.

4.Upload your completed and signed PDF form and submit electronically through eForms Online.

Your submission will be reviewed for legal compliance and you will receive an email with an approval or a notice to correct your submission.

If you prefer submitting this form via mail or in person, fill out the Submission Cover Sheet and attach it to your filing. Note: In person submissions require an additional $15 handling fee.

eForms Instructions BE (EST 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

LLP-2

Amendment to Registration of a

Limited Liability Partnership (LLP)

 

To change information of record for your LLP, fill out this form, and submit for filing along with:

A $30 filing fee.

If your LLP is a registered foreign LLP and the name of that LLP has changed, include a valid certificate by an authorized public official of the jurisdiction where the LLP was organized, certifying that the LLP is in good standing and that the name was changed according to the laws of that jurisdiction.

A separate, non-refundable $15 service fee also must be included, if you drop off the completed form.

Items 3–6: Only fill out the information that is changing. Attach

 

extra pages if you need to include any other matters.

This Space For Office Use Only

For questions about this form, go to www.sos.ca.gov/business-programs/business-entities/filing-tips.

LLP’s File No. (issued by CA Secretary of State)

LLP’s Exact Name (on file with CA Secretary of State)

 

 

 

If you don't know the file number, leave Item 1 blank.

New LLP Name

______________________________________________________________________________________________________________________________________________________

Proposed New LLP Name

The new name must end with: Registered Limited Liability Partnership,

 

Limited Liability Partnership, L.L.P., LLP, R.L.L.P., or RLLP.

New LLP Address

a. _________________________________________________________________________________________________________________________________________________

Street Address of Principal OfficeCity (no abbreviations)State Zip

b. _________________________________________________________________________________________________________________________________________________

Mailing Address of Principal Office, if different from 4a

City (no abbreviations)

State Zip

New Agent/Address for Service of Process (The agent must be a CA resident or an active 1505 corporation in CA.)

a. ________________________________________________________________________________________________________________________________________________

Agent's Name

b.

 

 

CA

_________________________________________________________________________________________________________________________________________________

 

Agent's Street Address (if agent is not a corporation)

City (no abbreviations)

State Zip

New Type of Business

The business in which the LLP is engaged is (check only one box):

The practice of Architecture The practice of Law Related to:

The practice of Engineering

The practice of Public Accountancy

The practice of Land Surveying

List the name of the LLP to which your LLP is related, exactly as it appears on the records of the California Secretary of State. A related LLP is a California registered LLP that practices public accountancy or law, or is a foreign LLP.

Read and sign below: This form must be signed by an authorized person. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are part of this amendment.

Sign here

Print your name here

Your business title

Make check/money order payable to: Secretary of State

Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee.

Corporations Code §§ 16954, 16960

2020 California Secretary of State

LLP-2 (REV 11/2020)

bizfile.sos.ca.gov

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Document Specs

Fact Detail
Submission Method The form can be submitted electronically through eForms Online, requiring a scanned copy of the signed form in PDF format not exceeding 10 MB and without password protection. Alternatively, it can also be submitted via mail or in person with a Submission Cover Sheet.
Signature Requirement A wet signature is mandatory for the form; electronic and digital signatures are not accepted.
Associated Costs There is a $30 filing fee. For in-person submissions, an additional non-refundable $15 service fee is required. Additional fees apply for changes involving registered foreign LLPs and for certification of the filed document.
Governing Laws This form is governed by the California Corporations Code §§ 16954, 16960, which outlines the regulations for amendment to registration of a Limited Liability Partnership (LLP) in California.

Detailed Instructions for Writing California Llp 2

Filling out the LLP-2 Amendment to Registration for a Limited Liability Partnership in California is a straightforward process that allows LLPs to update their records with the state. Whether it's a change in the LLP's name, address, agent for service of process, or the nature of the business, this form serves as a critical tool for maintaining current information with the California Secretary of State. By following the below steps, one ensures that their LLP remains in compliance with state requirements, facilitating legal operations and safeguarding the entity's legitimacy. Here's a comprehensive guide to completing the form efficiently and accurately.

  1. Start by downloading the fillable PDF form from the California Secretary of State's website. Ensure you have a PDF reader installed to open the file.
  2. Enter the LLP’s File Number issued by the CA Secretary of State in the space provided. If unknown, leave Item 1 blank.
  3. In the field for the LLP’s Exact Name, type the legal name of your LLP as currently recorded.
  4. Under New LLP Name, input the proposed new name, ensuring it complies with the naming conventions that end with Registered Limited Liability Partnership, Limited Liability Partnership, L.L.P., LLP, R.L.L.P., or RLLP.
  5. For the new address of the LLP, complete section 4a with the street address, city, state, and zip of the principal office. If the mailing address differs, fill out section 4b accordingly.
  6. In the section for New Agent/Address for Service of Process, provide the name of the California resident or active 1505 corporation designated as the new agent. Include the street address, city, state, and zip code in CA.
  7. Select the new type of business the LLP is engaged in, checking the appropriate box, and if applicable, list the name of the related LLP exactly as it appears on records with the California Secretary of State.
  8. Sign the form at the designated space. Print your name and business title below your signature. Remember, electronic and digital signatures are not accepted.
  9. Prepare a check or money order for the $30 filing fee made payable to the Secretary of State. Include an additional $15 service fee if you plan to drop off the completed form.
  10. Print the completed form. Scan the signed document and save it on your device, ensuring the file is in PDF format, unlocked, and not exceeding 10 MB in size.
  11. Upload your completed and signed PDF form and submit electronically through eForms Online, or attach it to a Submission Cover Sheet if mailing or dropping off in person.

After your submission, it will be reviewed for legal compliance. Expect to receive an email either approving your amendment or requesting corrections. This streamlined process ensures that your LLP's records are up-to-date, maintaining your status as a compliant and legally operating entity in California.

Things to Know About This Form

What is the California LLP-2 form?

The California LLP-2 form is used for amending information about a registered Limited Liability Partnership (LLP) with the California Secretary of State. It is specifically designed to update records such as the LLP's name, address, agent for service of process, and the type of business in which the LLP is engaged.

How can one submit the California LLP-2 form?

There are two methods to submit the California LLP-2 form:

  1. Electronically through eForms Online, which includes completing and printing the fillable PDF form, signing it (wet signature required), scanning and saving it as a PDF, and then uploading and submitting it online.
  2. By mail or in person, which requires filling out the submission cover sheet and attaching it to your filing. Note that in-person submissions incur an additional $15 handling fee.

What are the specific requirements for submitting the form electronically?

To submit the LLP-2 form electronically, one must:

  • Complete and sign the form using a wet signature, as electronic and digital signatures are not accepted.
  • Scan and save the signed document as a PDF, ensuring the file is unlocked, not password protected, and does not exceed 10 MB in size.
  • Upload and submit the completed, signed PDF form through eForms Online.

What fees are associated with the LLP-2 form submission?

The submission of the California LLP-2 form requires:

  • A filing fee of $30.
  • If the form is submitted in person, an additional non-refundable service fee of $15 is also required.

Checks or money orders for fee payment should be made payable to the Secretary of State.

What information can be changed using the LLP-2 form?

The LLP-2 form allows for various amendments to a registered LLP's records, including but not limited to:

  • The LLP's name and proposed new name, with the appropriate suffix.
  • The principal office's street and mailing addresses.
  • The agent and address for service of process if the agent is a California resident or an active 1505 corporation in California.
  • The specific type of business the LLP is engaged in (e.g., the practice of architecture, law, engineering, public accountancy, or land surveying).

What happens after submitting the California LLP-2 form?

After submitting the LLP-2 form, the submission will be reviewed for legal compliance. The submitter will receive an email indicating either approval of the amendment or a notice to correct the submission. Upon filing, one uncertified copy of the filed document will be returned for free, with an option to request a certified copy for an additional $5 certification fee.

Common mistakes

When filling out the California LLP-2 form, an Amendment to Registration of a Limited Liability Partnership, there are common mistakes people might make. These mistakes can lead to delays or rejection of the amendment process. Here are seven mistakes to avoid:

  1. Not using the fillable PDF form: Opting to write the information by hand instead of using the fillable PDF form can lead to errors or misunderstandings due to illegible handwriting.
  2. Electronic or digital signatures: Including electronic or digital signatures instead of a "wet" signature. The form explicitly requires a handwritten signature to be considered valid.
  3. File format and size issues: Scanning and saving the document in a format other than PDF or with a file size exceeding 10 MB. Also, submitting a password-protected or locked PDF can be problematic as the document must be unlocked and not password protected.
  4. Incomplete information: Only filling out parts of items 3–6 and not including changes comprehensively can lead to an incomplete amendment process. Additionally, not attaching extra pages if more space is necessary for any changes can result in rejection.
  5. Incorrect payment: Forgetting to include the required $30 filing fee or the additional $15 service fee if dropping off the form in person. It’s essential to make checks or money orders payable to the Secretary of State.
  6. Incorrect or old information: Not providing the LLP’s exact name or file number as currently recorded with the California Secretary of State. If the file number is unknown, it is best to leave it blank rather than guess.
  7. Forgetting the submission cover sheet: If choosing to submit the form via mail or in person without attaching the submission cover sheet, which is mandatory for these submission types.

Understanding and avoiding these mistakes can simplify the process of amending the registration of a Limited Liability Partnership in California. Ensuring that all procedures are followed correctly helps in avoiding unnecessary delays or additional fees.

Documents used along the form

When individuals or partners amend the registration of their Limited Liability Partnership (LLP) in California using the LLP-2 form, they often need to complement this main submission with additional documents to meet comprehensive compliance and operational requirements. These documents vary in purpose, from proving the existence and status of the entity to changing specific details about the LLP. Understanding each document's role can simplify the process and ensure a thorough approach to maintaining the LLP's legal standing and operational efficacy.

  1. Submission Cover Sheet: Essential if submitting documents by mail or in person, this form provides contact information and a summary of what is being submitted, facilitating processing by the Secretary of State's office.
  2. Certificate of Good Standing: This certificate, issued by an authorized public official in the LLP's jurisdiction, validates the LLP's active and compliant status, a necessity for foreign LLPs updating their registration or name.
  3. Operating Agreement: Although not filed with the state, an updated copy of the LLP's Operating Agreement should reflect any amendments or changes made in the LLP-2 form, ensuring internal records are consistent with filed documents.
  4. Statement of Information (Form LLC-12): Required periodically, this form updates or confirms the details of the LLP's addresses, agents for service of process, and management structure.
  5. New Agent/Address for Service of Process Form: If changing the agent or their address independently of the LLP-2 amendment, a separate form is required specifically for updating this information with the Secretary of State.
  6. Articles of Amendment: For broader amendments not covered by the LLP-2 form, such as changes to the LLP's name that affect the Articles of Organization, this document formalizes those alterations.
  7. Registered Agent Resignation Form: Should the LLP's registered agent resign, this form notifies the state of the resignation and triggers the requirement to appoint a new agent.
  8. Franchise Tax Board Notifications: Any change to the LLP that affects its tax status or obligations must be reported to California's Franchise Tax Board, typically through a notice or amendment form specified by the tax authority.
  9. Fee Schedule: An up-to-date fee schedule from the California Secretary of State helps ensure that all submissions are accompanied by the correct payment, preventing processing delays.
  10. Proof of Publication: In some cases, an LLP might be required to publish notice of certain changes or actions in a newspaper of general circulation, submitting proof of this publication to the state.

Together, these documents and forms play a crucial role in the lifecycle of an LLP, ensuring that all legal, operational, and compliance aspects are up-to-date and accurately reflected in state records and internal documentation. Ensuring each relevant document accompanies the LLP-2 form when necessary can save time and prevent complications. Carefully reviewing requirements and preparing a complete submission package helps streamline the amendment process, maintaining the LLP's good standing and its ability to operate effectively within California and beyond.

Similar forms

The California Statement of Information for LLCs is similar to the LLP-2 Amendment form in how it is used to update the state about changes in the business's information. Both documents require details such as the business name, address, and agent for service of process to be updated. They ensure that the Secretary of State has the most current records for the business entity,

Articles of Incorporation adjustment forms for corporations mirror the LLP-2 Amendment form by documenting any changes in corporate structure or details. Like the LLP-2 form, these forms must be submitted with the appropriate filing fee and contain amendments to the original information filed with the state, such as a change in the corporate name, address, or agent for service of process.

Foreign Qualification forms for entities seeking to do business outside their original state share resemblances with the LLP-2 form. These documents usually require similar information about the business, including the name, principal office address, and an agent for service of process within the new state. They help ensure that a business is legally recognized and allowed to operate in a jurisdiction beyond its formation.

DBA (Doing Business As) filing forms, while focusing on the registration of a trade name, resemble the LLP-2 in terms of facilitating an official record change with the state office. Both require the submission of current business details and the associated filing fee. However, the DBB form specifically relates to the name under which the business intends to operate publicly, different from its legal registered name.

The Change of Registered Agent form is akin to portions of the LLP-2 Amendment form that deal with updating the agent for service of process. Both forms require the new agent's name, address, and acceptance of the role. This is pivotal for ensuring that the business complies with state requirements for having a designated representative within the state.

Business License Application adjustments often necessitate information updates similar to those in the LLP-2 form. While these adjustments might pertain more directly to the licensing of the business operation in specific industries or locales, they also include updates on the business name, address, and other fundamental details.

Annual or Biennial Reports for some entities, required in various jurisdictions, also share similarities with the California LLP-2 form in that they update the state on the company's current operational status. These reports often include updates on addresses, agent for service of process, and the types of activities the business is engaged in, ensuring that the state's records are current.

Mergers and Acquisitions filings, although more complex, possess segments that are similar to the LLP-2 form regarding the recording of changes in business details post-transaction. These documents, while primarily focused on the structural changes due to mergers or acquisitions, also necessitate updates on names, addresses, and agents for service of process akin to the changes submitted with an LLP-2 form.

Dos and Don'ts

When filling out the California LLP-2 form, an Amendment to Registration of a Limited Liability Partnership, it's essential to adhere to specific guidelines to ensure the process is completed correctly and efficiently. Understanding the do's and don'ts can make a significant difference in the approval of your amendment filing. Here are four key points each on what you should and shouldn't do:

Things You Should Do

  • Complete the form accurately: Make sure all the information provided on the form is complete and accurate, focusing on the sections that require updates or changes.
  • Sign with a wet signature: The form necessitates a physical (wet) signature. Electronic or digital signatures are not accepted, ensuring the form’s authenticity and your agreement to the changes.
  • Save the document correctly: Once signed, scan and save the document in PDF format, ensuring it is not locked or password protected. The file size should not exceed 10 MB.
  • Include necessary attachments: If additional information or changes cannot be contained within the standard form, attach extra pages. Ensure these attachments are 1-sided and on standard letter-sized paper (8 1/2" x 11").

Things You Shouldn't Do

  • Avoid leaving the LLP’s File No. field blank: If known, always include the LLP’s File Number as it helps in identifying your record with the Secretary of State more efficiently.
  • Don’t use abbreviations for the city name: When filling out addresses, write the complete city name without abbreviations to maintain clarity and avoid confusion.
  • Do not forget the submission cover sheet: If you opt to submit your form via mail or in person, ensure to fill out and attach the Submission Cover Sheet. Remember, in-person submissions require an additional handling fee.
  • Refrain from sending incomplete forms: Double-check all sections and attachments to make sure your submission is complete. Incomplete forms can result in delays or rejection of your amendment filing.

Misconceptions

  • Many believe that electronic and digital signatures are acceptable for the California LLP-2 form, but this is incorrect. The form strictly requires a wet signature, meaning it must be physically signed by an authorized person.

  • There is a common misconception that the LLP-2 form for California can be protected with a password for security reasons when submitting it electronically. However, the guidelines clearly state that the PDF must be unlocked and not password protected to ensure it can be reviewed for legal compliance.

  • Some think that any document format can be used when submitting the LLP-2 form electronically. In reality, submissions must strictly be in PDF file format, complying with the maximum file size of 10 MB to be successfully uploaded through eForms Online.

  • It's often misunderstood that if you don't know your LLP's file number, you cannot submit the LLP-2 form. The form actually allows for the file number field to be left blank if this information is unknown, indicating flexibility in this aspect of the form's completion.

  • There is a misconception that there is no additional fee for in-person submissions of the LLP-2 form. In fact, an additional $15 handling fee is required for in-person submissions, on top of the regular $30 filing fee, making it important to consider the total cost when choosing how to submit the form.

Key takeaways

When updating your Limited Liability Partnership (LLP) information in California using the LLP-2 form, certain key takeaways are essential to ensure that your submission is successful and compliant with state laws. Here are nine important points to consider:

  1. Electronic Submission: The California Secretary of State accepts electronic submissions through eForms Online, streamlining the process of updating your LLP information.
  2. Wet Signature Requirement: A "wet" (handwritten) signature is necessary on the form. Electronic or digital signatures are not accepted, so the form must be printed and signed physically.
  3. Scanning and Saving: After signing the form, you need to scan and save it as a PDF on a personal device. The file must be smaller than 10 MB, unlocked, and not password protected for it to be accepted.
  4. Submission Cover Sheet: If you opt to submit the form via mail or in person, a Submission Cover Sheet must be attached to your filing, ensuring all necessary information is provided for processing.
  5. Additional Fees for In-Person Submission: An added $15 handling fee is required for submissions made in person, on top of other applicable fees.
  6. Amendment Fees: Filing an amendment to the registration of a California LLP requires a $30 filing fee, plus an additional $15 service fee if the form is dropped off in person.
  7. Foreign LLP Name Change: If your LLC is a registered foreign LLP with a name change, you must include a valid certificate from the jurisdiction where the LLP was organized, indicating good standing and legal name change.
  8. Partial Completion: Only fill out sections of the form (Items 3–6) that correspond to the information being changed. This avoids unnecessary processing delays or confusion.
  9. Detailed Instructions: The form includes specific instructions for each section to help ensure that all necessary details are accurately captured, from the new name and address to the agent for the service of process and type of business.

By following these guidelines, you can navigate the process of amending your LLP’s registration in California with confidence, knowing that your submission adheres to the state's requirements. Remember, accurate and complete submissions help prevent delays or additional correspondence from the Secretary of State’s office.

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