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LLP (Limited Liability Partnership) Pre-Formation Considerations

Organizational Tasks

  • File Application to Register a Limited Liability Partnership (Secretary of State Form LLP-1) with the Document Filing Support Unit of the California Secretary of State, together with applicable fee of $70. Corp C §16953(a); Govt C §12189(a).
  • If LLP will rely on net worth security alternative, file Alternative Security Provision of a Limited Liability Partnership (Secretary of State Form LLP-3) with Secretary of State.
  • Law Firms: File Application for Certificate of Registration as a Limited Liability Partnership (State Bar Form LLP 101) with Office of Certification of the State Bar in San Francisco, together with the appropriate fee ($50 per attorney not to exceed a maximum of $2500 per LLP).
  • Accounting Firms: File Partnership Application for Licensure (Form 11A–19) with State Board of Accountancy together with the applicable fee of $350.
  • Architectural Firms: Although an architectural LLP is not required to file an initial form to qualify as an architectural LLP, licensed architects must annually file a business entity report identifying the entity through which they practice with the California Architects Board, together with applicable fee of $150. See Bus & P C §5558. Licensed architects must also notify the Board within 30 days after any change.

Federal Tax Registrations

  • Obtain an FEIN from Internal Revenue Service

Registration to Do Business in California for Foreign Entities

  • Statement and Designation by Foreign Corporation
  • Registration of Foreign LLP
  • Application for Registration


  • After initial organization, notify all professional organizations required or desirable to be notified as to each professional’s partnership in or employment by the LLP.
  • To the extent pre-existing clients of partners or associates are brought into the LLP, notify each client of the professional’s employment or partnership in the LLP.
  • Explain the contemplated new relationship with the LLP, including scope of liability protection afforded partners.
  • Consider executing new fee agreements with existing clients in LLP’s name.
  • Consider executing new authorizations in the LLP’s name, including transferring trust fund balances to the trust account of the LLP.
  • Make all other necessary arrangements to notify clients and third parties that the LLP, and not any of its predecessors or individual professional (employee or partner), is the entity engaged in the professional activity.
  • Analyze fee compensation provisions with respect to future services rendered to clients brought to the LLP.
  •  Inform existing professionals and each new professional joining the LLP that future communications should be on the LLP’s letterhead.
  • File and maintain all partner consents and documents with partnership records.

Employment Development Department Registration o   Registration Form for Commercial Employers (EDD Form DE1) o   Registration Form for Agricultural Employers (EDD Form DE1 AG) o   Report of New Employee(s) for certain industries (EDD Form DE-34)   Immigration and Naturalization Service o    Employment Eligibility Verification (INS Form I9)   City Licenses and Registrations

  •  Various forms available from city business license office
  • Seller’s Permit –  If required, obtain a seller’s permit from the Board of Equalization – California Seller’s Permit Application—Individuals/Partnerships/Corporations/Organizations (Regular or Temporary): Form BOE-400-SPA

Securities Filings

  • If required, file for registration, qualification, or exemption under the securities laws

  Involved in Construction, Reconstruction, Planning and Zoning

  • Various forms available from local planning departments



Getting Legal Help

AXIS Legal Counsel’s Business and Corporations Practice provides legal advice to numerous businesses with a wide range of business matters. Axis  represent small, medium-sized, and large business clients with a wide variety of business and corporate law matters. We represent early-stage companies as well as established businesses on a wide variety of business law matters, ranging from contracts and transactions, intellectual property, labor/employment law, business financing, mergers and acquisitions, real estate, insurance, business succession planning, and general advice and counsel.  For information on retaining AXIS Legal Counsel to represent your business in connection with any legal matter, contact [email protected] or call (213) 403-0100 for a confidential consultation.


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