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Registering Foreign LLPs in California

Checklist for Registering a Foreign LLP in California

o   Verify that LLP is in good standing in jurisdiction of organization.

o   Secure certificate of good standing from appropriate official or, if not used in jurisdiction of organization, draft statement to effect that relevant jurisdiction does not allow certificates of good standing. Corp C §16959(a)(2).

o   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. Corp C §16959(a); Govt C §12189(b).

o   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.

o   Law Firms: File application for Certificate of Registration as an LLP 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).

o   Accountancy Firms: File Partnership Application for Licensure (Form 11A–19) with State Board of Accountancy together with the applicable fee of $350.

o   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.

  • 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.

o   Explain the contemplated new relationship with the LLP, including the scope of liability protection afforded partners.

  • Consider executing new fee agreements executed 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.

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