North Carolina Certificate of Authority/Form LP-04
North Carolina Form LP-04, the foreign limited partnership registration
A foreign limited partnership registers in North Carolina on Form LP-04, the Application for Registration as a Foreign Limited Partnership, under G.S. 59-902, and pays $50. The same form registers a foreign limited liability limited partnership. Orders arrive by email, and we prepare the form for $199 plus the state fee.
Form LP-04 in brief
- Filed by
- A foreign limited partnership, including a foreign LLLP, before it transacts business in North Carolina
- State fee
- $50
- Signed by
- At least one general partner listed in the document
- Filing office
- Business Registration Division, P.O. Box 29622, Raleigh, NC 27626-0622
- Cancelling
- a certificate of cancellation signed by a general partner
- Annual report
- The annual report chart lists LLPs and LLLPs at $200
The twelve items of Form LP-04
| Item | Entry to make | How it fails |
|---|---|---|
| 1. Name | The name of the limited partnership exactly as it appears in the partnership agreement, as amended, and in the home-state record | A name that differs from the record |
| 2. Name for North Carolina | If item 1 is unavailable here, the name to be used in North Carolina, which must meet the state's name rules | Using a name without the required words |
| 3. Formation | Where and when it was formed, and how long it lasts | A missing duration |
| 4. Principal office | The street address, and the mailing address if different | A mailbox as the street address |
| 5. Registered agent | An individual living in North Carolina who works from the registered office, a domestic corporation, nonprofit or LLC based at that office, or a foreign one authorized here | An agent whose office is not the registered office |
| 6. Registered office | Street address, and mailing address if different | An address outside the state |
| 7. Secretary of State as agent | Pre-printed appointment of the Secretary of State to receive service when there is no registered agent or the agent cannot be found | Altering the wording |
| 8. Email (optional) | A business email for the free filing notification | A personal address |
| 9. General partners | The name and address of each general partner | Leaving out a general partner |
| 10. Limited partners | Either attach a list of every limited partner with address, or give the office where the list is kept while the partnership does business here | Neither option chosen |
| 11. LLLP status | Select whether the partnership is a foreign LLLP; an LLLP name needs an LLLP ending | Not selecting a box |
| 12. Effective date | Left blank for effect on filing, or a delayed date up to day 90 | Too far out |
A general partner listed in the document signs, adding the printed name and title.
Who signs and who is listed
Section 59-902 says the application is signed by a general partner, and the form's instructions say the document must be executed by at least one general partner listed in it (G.S. 59-902). The general partners in item 9 are therefore the people whose names are on the public record as managing the partnership. The limited partners need not be named publicly: item 10 lets the partnership keep the list at an office it identifies.
The statutory contents
Section 59-902 sets out what the application states: the partnership's name and any different name for North Carolina, where and when it was formed and how long it is to last, the principal office and its county, the registered office and agent, and the general partners' names and addresses. Form LP-04 asks each of these and adds the optional email, the limited partner list and the LLLP choice. The registration is effective on filing unless a later date or time is specified, up to the 90th day.
Fee, payment and handling
The state fee is $50, the lowest of the foreign-entity fees. Mail goes to P.O. Box 29622, Raleigh, NC 27626-0622 with a check payable to the North Carolina Secretary of State. Online card payments add $3 and ACH payments $2. Expedite is $100 for 24-hour filing or $200 for the same business day.
Consequences of not registering
Under section 59-907 a foreign limited partnership transacting business without a certificate of authority cannot keep a proceeding going unless it obtains one before trial (G.S. 59-907(a)). The partnership keeps the validity of its contracts and acts, and it may still defend a case. A limited partner is not liable as a general partner solely because the partnership did business unregistered (G.S. 59-907(e)), and by doing business unregistered the partnership names the Secretary of State to accept service of claims from its North Carolina business.
Leaving the state
A foreign limited partnership cancels its registration by filing a certificate of cancellation signed by a general partner (G.S. 59-906). Cancelling does not stop the Secretary of State from accepting service of claims about the partnership's North Carolina business.
Having us file Form LP-04
Email us the partnership details
Name, formation date and duration, general partners and the registered agent.
We check the name
Against the state's name rules, including an LLLP ending if one applies.
We complete the twelve items
With your choice on the limited partner list.
A general partner signs
Someone listed in item 9.
We submit it
With the $50 fee.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Form LP-04 questions
Does an LLLP use a different form?
No. The Secretary of State lists Form LP-04 for both, and item 11 says which one the partnership is.
Do the limited partners have to be listed publicly?
Not necessarily. Item 10 allows a list to be attached or an office to be named where the list is kept.
What does it cost to register an LLP instead?
A registered limited liability partnership files Form LLP-02 for $125. See the Form LLP-02 page.
Simple pricing
We file your certificate of authority
- Form L-09 for LLCs, Form B-09 for corporations
- The certificate of existence, ordered from the state where you formed
- Submission to the Business Registration Division
- Our North Carolina registered agent, or one you name
- Your issued certificate of authority, sent to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
, plus the $250 state fee
Apply for my certificateState fees are charged at cost and listed on their own line at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Where these facts come from
- North Carolina Secretary of State, LLC fee schedule
- Form L-09, Application for Certificate of Authority (LLC)
- North Carolina Secretary of State, Business Registration forms
- North Carolina Secretary of State, Business Registration Division (turn-around times)
- North Carolina Secretary of State, Business Registration fees (nonprofit, LLP, expedite, payment fees)
- North Carolina Secretary of State, Business Registration forms list (nonprofit, LP and LLP forms)
- North Carolina Secretary of State, annual report due dates
- North Carolina Secretary of State, limited partnership fee schedule
- Form LP-04, Application for Registration as a Foreign Limited Partnership
- N.C. Gen. Stat. 59-902 (registration of a foreign limited partnership)
- North Carolina Secretary of State, Register a Foreign Business: requirements
- N.C. Gen. Stat. 59-906 (cancellation of registration, limited partnership)
- North Carolina Secretary of State, Register a Foreign Business: maintaining registration
- N.C. Gen. Stat. 59-907 (transaction of business without registration, limited partnership)
Doing business in North Carolina?
Apply online today and we will prepare, submit and track your certificate of authority.