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Domestic Limited Partnership Revival (Supersedes PSB 08.07)

Purpose of bulletin

To inform staff of changes made by AB 1546 modifying some of the limited partnerships revival provisions of the Uniform Limited Partnership Act of 2008, which was added by AB 339.

Background

Domestic limited partnerships must organize with the Secretary of State, and pay $800 annual tax for each taxable year they remain registered. Calendar year limited partnerships must pay the annual tax by April 15th, after the end of the taxable year and file a tax return by October 15th. In order for domestic limited partnerships to end its existence and stop the annual tax liability, it must cancel its registration with the Secretary of State.

Forms

Form Number Form Name Use
FTB 3557C LP Application for Confirmation Letter for Limited Partnership Revival Requests limited partnership revival by a creditor, a partner, or other interested party
FTB 4005 J LP PC Limited Partnership Confirmation Letter Requirements We send this form to inform the requestor of outstanding returns or balance due
FTB 4057 LP PC

(Replaces FTB 4263A LP PC, Entity Status)

Confirmation Letter for Limited Partnership Revival We send this to the requestor confirming that the limited partnership has met all of FTB requirements for revival
LP- 7 (SOS) Limited Partnership Certificate of Revival The requestor submits the LP-7 with FTB 4057 LP PC to  SOS for completion of the revival process

Domestic Limited Partnership Revival Process

In order to revive, one of the general partners listed on the Certificate of Limited Partnership at the time of cancellation must still be a general partner. Additionally, the limited partnership must be subject to the Uniform Limited Partnership Act of 2008. Domestic limited partnerships that cancel on or after January 1, 2008 are subject to the act and must send the completed FTB 3557C LP, Application for Confirmation Letter for Limited Partnership Revival.

Note: It is important that the representative document BETS and ARCS indicating what returns and payments have been requested as a part of limited partnership revival. The representative should also advise the requestor to write “LP Revival” in red at the top of the first page of each return filed. The requestor should send the required payment as a separate check along with each return filed. If a return is already filed and only a payment is required, it should have “LP Revival” in red at the top of the check or voucher.

Once we confirm that the revival requirements have been met, we will send the requestor an FTB 4057 LP PC, Confirmation Letter for Limited Partnership Revival, stating that:

  • The $800 limited partnership annual tax, penalties, fees, and interest for all tax years from the date of formation to the revival date have been paid and all required tax returns are filed.

Domestic limited partnerships that canceled their registration before January 1, 2008, have the same requirements as above, with the additional requirement of providing a copy of one of the following Secretary of State file dated documents that show they elected to be under the Uniform Limited Partnership Act of 2008:

  • Form LP 4/7, Limited Partnership Certificate of Cancellation
  • Form LP 2, Amendment to Certificate of Limited Partnership
  • Form LP 10, Restated Certificate of Limited Partnership (showing the election to be governed by the Act of 2008)

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

When we send FTB 4057 LP PC, Confirmation Letter for Limited Partnership Revival, it will contain an expiration date. The letter may be filed with Secretary of State at any time before or on the expiration date.

The expiration date will always be the day before the next applicable original return due date. We will extend the expiration date to the following return due date, if the revival cannot be completed by the original expiration date. We will revise the FTB 4057 LP PC, to reflect a new expiration date after additional required liabilities have been paid, and returns filed.

Confirmation Letter Expiration Date

When we send FTB 4057 LP PC, Confirmation Letter for Limited Partnership Revival, it will contain an expiration date. The letter is only valid to be filed with the Secretary of State on or prior to that date.

The expiration date will always be the day before the next applicable original return due date. We will extend the expiration date to the following return due date, if the revival cannot be completed by the original expiration date. We will revise FTB 4057 LP PC, to reflect a new expiration date after additional required liabilities have been paid and returns filed.

Walk-Through Revival Requests

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

  • Litigation
  • Pending escrow
  • Pending loan or grant

If this is the case, the requestor must go into a public field office with the following items:

  • Payment in full of all balances due with cash, money order, or cashier’s check
  • All delinquent tax returns to be filed, or copies of returns that were recently submitted
  • A separate $100 fee in cash, money order, or cashier’s check  (effective January 1, 2010)

If we approve the revival, we will provide a confirmation letter for limited partnership revival to the requestor.

To allow time for requests to be completed, notify the field office of the revival requirements 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 2:00pm in all other public offices in order to complete the expedited revival process.

Examples

Example 1:

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

  • March 12, 2010, requestor filed FTB 3557C LP, Application for Confirmation Letter for Limited Partnership Revival.
  • March 22, 2010, we sent 4005 J LP PC, Limited Partnership Confirmation Letter Requirements. The 2009 tax return and annual tax were not due until April 15, 2010; Mann didn’t have any payments or return filing requirements. However, it must provide evidence that the entity is subject to the Uniform Limited Partnership Act of 2008.
  • April 1, 2010, Mann provided evidence that it is under the Uniform Limited Partnership Act of 2008.
  • April 10, 2010, we sent the requestor FTB 4057 LP PC, Confirmation Letter for Limited Partnership Revival, indicating that Mann does not have any outstanding returns or liabilities. The Confirmation Letter included an expiration date of April 14, 2010, the day before the 2009 original return and payment due date.
  • To complete the revival process, the requestor needed to file FTB 4057 LP PC, and LP-7, Certificate of Revival to Secretary of State 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 tax years 2006
and 2007. It has not filed or paid the annual tax for the 2008 tax year:

  • April 20, 2010, the requestor files FTB 3557C LP, Application for Confirmation Letter for Limited Partnership Revival.
  • April 25, 2010, we send FTB 4005 J LP PC, Limited Partnership Confirmation Letter Requirements that state the requestor must file a return for 2008 and pay the annual tax, interest, and fees for 2008 and 2009. The requestor must also provide evidence that it is under the Uniform Limited Partnership Act of 2008.
  • On May 1, 2010, the requestor sends in the returns, along with payment due for each year. It also provides evidence it is subject to the Uniform Limited Partnership Act of 2008.
  • On May 6, 2010, we send the requestor FTB 4057 LP PC, Confirmation Letter for Limited Partnership Revival, indicating all returns have been filed and there are no outstanding liabilities. FTB 4057 LP PC expires on April 14, 2011, the day before the next original return and payment due date.
  • To complete the revival process, the requestor must file FTB 4057 LP PC and LP-7, Certificate of Revival with Secretary of State by April 14, 2011.

The 2009 annual tax is due because the FTB 4057A LP PC and the LP-7 cannot be filed prior April 15, 2010. The 2009 tax return is not required because the due date is October 15, 2010. However, the 2009 return must be timely filed if the revival is filed on or after October 15, 2009.

Refunds of Amounts Paid

Requestors that received FTB 4057 LP PC and decided not to file the LP-7, Certificate of Revival with Secretary of State may ask for a refund of the money paid for tax years that began after the most recent cancellation. The requestor must file a valid claim after the expiration date of the FTB 4057 LP PC, and within the applicable statute of limitations. In addition, the domestic limited partnership must not have done business while it was canceled.