California Limited Partnership Cancellation Form

If a limited partnership entity that is registered in the State of California wants to terminate the legal existence of the business entity, there is some paperwork to be completed. This form needs to be completed and filed along with any necessary filing fees.

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SB 1532 - Business Entities Filings (Rev. 11/21/2012) 
 
 	
Changes to California Business Entity Filings effective January 1, 2013 
 	
As of January 1, 2013, new legal requirements apply to business entity documents filed with the 
California Secretary of State’s office.  
 
Entity and Agent Addresses 
 
All formation/registration documents must include the business entity street address and mailing 
address.   
 
All foreign corporation and foreign limited liability company registration documents must 
include the street address of the principal business office address in California, if one exists. 
 
All documents listing an individual person as an agent for service of process must include the 
agent’s California street address.  All corporate agents filing a certificate pursuant to California 
Corporations Code section 1505 must include the California street address where process may be 
served.  A post office box address for an agent for service of process will not be accepted on any 
document. 
 
Future File Date Requests 
 
All future file date requests for corporation and limited liability company documents must be 
included within the document submitted or as an attachment to be made part of the filed 
document. 
 
Corporation and limited liability company documents received before January 1, 2013, with a 
future file date on or after January 1, 2013, must comply with the entity and agent addresses 
requirements listed above. This information may be included in an attachment as part of the filed 
document.       
 
Copy Requests 
 
The Secretary of State will no longer endorse and certify customer-provided copies.  However, a 
customer who submits documents with a filing fee of $25.00 or more will receive one (1) 
uncertified copy of the documents for free and, at the time of filing, the free copy may be 
certified for a $5.00 certification fee.  Customers requesting additional copies will be charged 
$1.00 for the first page and $0.50 for each additional page.  Each certified copy requires an 
additional $5.00 certification fee. 
 
Note:  While domestic stock and foreign corporations are required to pay a total of $25.00 when 
filing the required Statement of Information, the total fees include a $20.00 filing fee and a $5.00 
disclosure fee.  Therefore, customers requesting copies of a Statement of Information 
(corporation or limited liability company) must include the copy fees described above.

LP-4/7 	
State of California	
Secretary of State 	
 
 	
Limited Partnership 
Certificate of Cancellation	
 	
There is no fee for filing a Certificate of Cancellation. 	
  	
 
 
 
 	
IMPORTANT – Read instructions before completing this form. 	This Space For Filing Use Only 	
File Number  Entity Name	  (Enter the exact name of the limited partnership.)	 	 1. 	 CA Secretary of State File Number 	 2. 	 Name of Limited Partnership 	
Date of Formation	  (California limited partnerships ONLY:  Enter the date the initial Certificate of Limited Partnership was filed with the 
California Secretary of State.)
 	 3. 	 The initial certificate of limited partnership was filed on 	 	 -  	 -  	 . 	 	 	 	(Month) 	 	 (Day) 	 	 	(Year) 	 	
Additional Information	  (Enter any other information the partners filing this Certificate of Cancellation determine to include. Attach 
additional pages, if necessary. Additional information set forth on attached pages, if any, is incorporated herein by this reference and made part 
of this certificate. If no other information is to be included, leave Item 4 blank and proceed to Item 5.)	
 	 4.    
Statement of Cancellation  5. 	 (a)  The above-named California limited partnership has completed winding up its affairs and is cancelled; or    (b)   The Certificate of Registration to Transact Business in California of the above-named foreign limited partnership is cancelled.	 	
Execution	  (California limited partnerships: This certificate must be signed by all of the general partners unless otherwise provided by law.  
Registered foreign limited partnerships:  This certificate must be signed by at least one general partner of the foreign limited partnership.  If 
additional signature space is necessary, the signatures may be made on an attachment to this certificate.)	
 	 I declare I am the person who executed this instrument, which execution is my act and deed.  By signing this document I affirm 
under penalty of perjury that the stated facts are true. 
 
 	 	 Signature of General Partner 
 	
 Type or Print Name of General Partner 
 	
 Signature of General Partner 
 	
 Type or Print Name of General Partner 
 	
 6. 	
 Signature of General Partner 
 	
 Type or Print Name of General Partner 
  	 
LP-4/7 (REV 01/2013)  APPROVED BY SECRETARY OF STATE

Instructions for Completing the  
Certificate of Cancellation (Form LP-4/7)	
 	
 
Where to File:  For easier completion, this form is available on the California Secretary of State's website at 
www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail.  The completed form 
can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944225, Sacramento, CA 94244-
2250 or delivered in person (drop off) to the Sacramento office.  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. 
 
It is recommended for proof of submittal that if Form LP-4/7 is mailed to the Secretary of State, it be sent by 
Certified Mail with Return Receipt Requested. 
 
Legal Authority:  Statutory filing requirements are found in California Corporations Code section 15902.03 
(California limited partnerships) or 15909.07 (registered foreign limited partnerships). All statutory references 
are to the California Corporations Code, unless otherwise stated.  Note:  Signing Form LP-4/7 constitutes an 
affirmation under penalty of perjury that the facts stated in the certificate are true. (Section 15902.08(b).) 
 
 	Upon the filing of Form LP-4/7: (1) the California limited partnership will be cancelled; or (2) the Certificate of 
Registration to transact business in California of the registered foreign limited partnership will be cancelled. 	
 
 	It is recommended that legal counsel be consulted prior to submitting Form LP-4/7 to ensure that all issues 
are appropriately addressed. 	
 
Fees:  There is no fee for filing Form LP-4/7.  However, 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 of the special handling fee. For detailed information about preclearance and expedited 
filing services, go to www.sos.ca.gov/business/be/service-options.htm. The special handling fee or 
preclearance and expedited filing services are not applicable to documents submitted by mail.  Check(s) should 
be made payable to the Secretary of State. 
 
Copies:  To get a copy of the filed document, include a separate request and payment for copy fees when the 
document is submitted.  Copy fees are $1.00 for the first page and $.50 for each additional page.  For certified 
copies, there is an additional $5.00 certification fee, per copy.                                                          
 
Complete the Certificate of Cancellation (Form LP-4/7) as follows: 
 
Item 1.   Enter the file number issued to the limited partnership by the California Secretary of State. 
 
Item 2.   Enter the name of the limited partnership exactly as it is of record with the California Secretary of 
State.  If the entity is a registered foreign limited partnership, enter the name of the foreign limited 
partnership, or if registered under an alternate name, enter the alternate name of the foreign limited 
partnership. 
 
Item 3.   California limited partnerships ONLY: Enter the date the initial Certificate of Limited Partnership was 
filed with the California Secretary of State. 
 
Item 4.   Enter any other information the partners filing Form LP-4/7 determine to include, provided that the 
information is not inconsistent with law.  Attach additional pages, if necessary. 
 
Item 5.   This statement should not be altered.  Note:  Before filing Form LP-4/7 on behalf of a California 
limited partnership, the California limited partnership must have completed the winding up of its affairs 
as discussed in Section 15902.03. 
 
  
 
 
 
 
 LP-4/7 INSTRUCTIONS (REV 01/2013)  PAGE 1 OF 2

LP-4/7 Instructions 
Page 2 of 2	
 	
 
Item 6.   California limited partnerships: Form LP-4/7 must be signed by all the general partners. (Section 
15902.04.) 	
 
Registered foreign limited partnerships:  Form LP-4/7 must be signed by at least one general partner 
of the foreign limited partnership.  (Section 15902.04.) 
 
 	If a California limited partnership is dissolved and a person other than a general partner has been 
appointed to wind up the affairs of the limited partnership, Form LP-4/7 must be signed by that 
person and must be filed after or together with a Certificate of Amendment (Form LP-2) indicating 
the name and address of the appointed person. (Sections 15902.04 and 15908.03.)  To get Form 
LP-2, go to www.sos.ca.gov/business/be/forms.htm. 	
 
 	If Form LP-4/7 is signed by an attorney-in-fact, the signature should be followed by the words  
“Attorney-in-fact for (name of the partner).”  (Section 15902.04.) 	
 
 	If Form LP-4/7 is filed by any person other than the general partner(s), the signature must be 
followed by the words “signature pursuant to Section   ____________ ”  identifying  the  appropriate 
statutory authority.  (Section 15902.05.) 	
 
 	If Form LP-4/7 is signed by an association, the person who signs for the association should state 
the exact name of the association, his/her name and position/title. 	
 
 	If Form LP-4/7 is signed by a trust, the trustee should sign as follows: ______________ trustee  for  
__________________ trust (including the date of the trust, if applicable).  Example:  Mary Todd, 
trustee of the Lincoln Family Trust  (U/T/A 5-1-94).  
 	
 	If additional signature space is necessary, the signatures may be made on an attachment to Form 
LP-4/7. 	
 
Any attachments to Form LP-4/7 are incorporated by reference and made part of Form LP-4/7. All attachments 
should be 8 ½” x 11”, one-sided and legible. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LP-4/7 INSTRUCTIONS (REV 01/2013)  PAGE 2 OF 2