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Domestic limited partnership revival (Superseded by PSB 10.18)

PURPOSE OF BULLETIN

To inform staff of changes made by Assembly Bill 339, Limited Partnership Act of 2008. This bill provides for the revival of canceled domestic limited partnerships.

BACKGROUND

To form, a domestic limited partnership must organize with the California Secretary of State, and they must pay an $800 annual tax for each taxable year they remain registered. Calendar year limited partnerships file an original tax return and must pay the annual tax by April 15th after the end of the taxable year. To end their existence and stop the annual tax liability, domestic limited partnerships must cancel their registration with SOS.

ADDITIONAL INFORMATION

FORM NUMBER FORM NAME USE
FTB 3557 LP PC Application for Limited Partnership Revivor Request limited partnership revival by a partner or interested party.
FTB 4005 J LP PC Limited Partnership Confirmation Requirements FTB sends this form to inform the requestor of outstanding returns or balance due.
FTB 4263 A LP PC Entity Status FTB sends this to the requestor confirming that the limited partnership has met all of the FTB requirements to be revived.
LP-7 (SOS) Certificate of Revival The requestor submits the LP-7 with FTB 4263 A LP PC to the SOS to complete the revival process.

DOMESTIC LIMITED PARTNERSHIP REVIVAL PROCESS

To revive to active status, domestic limited partnerships that cancel their registration on or after January 1, 2008 must:

  • Send the completed FTB 3557 LP PC, Application for Limited Partnership Revivor, to FTB.
  • After FTB receives the FTB 3557, we will send the requestor, FTB 4005 J LP PC, Limited Partnership Confirmation Requirements, listing any payments and returns needed for revival.
  • FTB will send the requestor an FTB 4263 A LP PC, Entity Status, confirming that the following requirements are met:
    • Payment of the $800 limited partnership annual tax, penalties, and interest for all taxable years from the date of formation to the revival date. Outstanding fees do not have to be paid in order to receive the Entity Status letter. However, the limited partnership will still be liable for and billed for any collection fees.
    • All required tax returns are filed.

After its revival, the domestic limited partnership and its partners will have the same rights as if the Certificate of Limited Partnership had not been canceled. Domestic limited partnerships with an SOS file status other than canceled are not eligible for revival.

ENTITY STATUS EXPIRATION DATE

When FTB sends FTB 4263 A LP PC, Entity Status, Box 4 is marked to indicate the revivor requirements have been met. Box 5 is marked with two fields. The first field indicates the date through which all liabilities have been paid and the second field is the expiration date of the FTB 4263 A LP PC.

The expiration date will always be the day before the following applicable original return due date. FTB will extend the expiration date to the next return due date, if the revival cannot be completed by the original expiration date. FTB will revise the FTB 4263 A LP PC, to reflect additional tax and returns required due to the extension of the expiration date.

WALK-THROUGH REVIVAL REQUESTS

The requestor may ask for an expedited revival if the domestic limited partnership meets one of the following requirements:

  • Is in litigation.
  • Has a pending escrow.
  • Has a pending loan or grant.

If this is the case, the requestor must go into a public field office with the items needed to revive.

The requestor must:

  • Pay any balance due with:
    • Cash.
    • Money order.
    • Cashiers/certified check (No personal or business checks will be accepted).
  • File all delinquent returns or provide copies of any returns that have been recently mailed to FTB. Recently mailed returns do not need to be posted to BETS.

If FTB approves the revival, we will provide an Entity Status letter to the requestor.

Expedited Request Fee: We will not charge the requestor a service fee for an expedited Entity Status letter.

24 Hour Advanced Notice Required: To allow time for the paperwork to be completed, the person who prepares the revival requirements must notify the field office at least 24 hours in advance of the date and time the requestor will arrive.

The revival requirements must be faxed to the public service supervisor using Form 4005 J LP PC. The requestor should arrive by 1:00PM in the Los Angeles office or by 2:00 PM in all other public offices in order to complete the expedited revival.

REVIVAL EXAMPLES

Example 1:

Mann LP, a domestic limited partnership, formed on March 6, 2006 and canceled its registration on November 7, 2008. Mann LP filed timely calendar year returns and paid its annual tax for the 2006 through 2008 taxable years.

  • On March 31, 2010, the requestor files FTB 3557 LP PC, Application for Limited Partnership Revivor.

On April 10, 2010, FTB sends the requestor FTB 4263 A LP PC, Entity Status, indicating that Mann does not have any outstanding returns or liabilities. The Entity Status letter includes an expiration date of April 14, 2010, the day before the following original due date.

  • To complete the revival process, the requestor needs to send FTB 4263 A LP PC and LP-7, Certificate of Revival to SOS by April 14, 2010.

Example 2:

Campus LP, a domestic limited partnership, formed on March 2, 2006 and canceled its registration on December 17, 2008. Campus filed timely calendar year returns and paid its annual tax for taxable years 2006 and 2007. It has not filed or paid the annual tax for the 2008 tax year.

  • On April 20, 2010, the requestor files FTB 3557 LP PC, Application for Limited Partnership Revivor.
  • On April 25, 2010, FTB sends the requestor FTB 4005 J LP PC, Limited Partnership Confirmation Requirements, that states the requestor must file returns and pay the annual tax for 2008 and 2009.

    Note: The 2009 return is due because the LP-7 (SOS) cannot be filed prior to April 15, 2010.

  • On May 1, 2010, the requestor sends in the returns and pays the balance due.

On May 6, 2010, FTB sends the requestor FTB 4263 A LP PC, Entity Status, indicating all returns have been filed and there are no outstanding liabilities. The FTB 4263 A LP PC expires on April 14, 2011, the day before the following original due date.

  • To complete the revival process, the requestor must file FTB 4263 A LP PC and LP-7, Certificate of Revival with SOS by April 14, 2011.

REFUNDS OF AMOUNTS PAID

Requestors that received an FTB 4263 A LP PC and did not file the LP-7, Certificate of Revival with SOS may ask for a refund of the amount they paid for taxable years that began after the most recent cancellation. The requestor must file a valid claim after the expiration date of the FTB 4263 A LP PC, and within the applicable statute of limitation. In addition, the domestic limited partnership must not have done business while it was canceled.

 

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