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HomeCorporations CodeGENERAL PROVISIONSCh. 5Art. 10§ 16954 Amending Llp Registration

§ 16954 Amending Llp Registration

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 16954 Amending Llp Registration

This law says a registered limited‑liability partnership (LLP) has to update its paperwork whenever its info changes and must tell the state when it stops being a registered LLP, paying a fee for each filing.

Key Takeaways

  • •Update the registration as soon as any info becomes wrong or new info is needed.
  • •If the LLP stops being a registered LLP, file a notice of cessation and mention the final tax return.
  • •Both the amendment and the cessation notice must include a filing fee.
  • •The Secretary of State provides the forms and will tell the Franchise Tax Board when a partnership ends.
  • •A merger automatically counts as a notice of termination for the merging LLPs.

Example

An LLP moves its office to a new address and later decides to dissolve the partnership.

First the partners file an amended registration with the new address and pay the required fee. When they dissolve, they file a notice that the LLP is no longer registered, include a statement about the final tax return, pay the fee, and the state notifies the tax board.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 16954 Amending Llp Registration

(a) The registration of a registered limited liability partnership may be amended by an amended registration executed by one or more partners authorized to execute an amended registration and filed with the Secretary of State, as soon as reasonably practical after any information set forth in the registration or previously filed amended registration becomes inaccurate or to add information to the registration or amended registration. (b) If a registered limited liability partnership ceases to be a registered limited liability partnership, it shall file with the Secretary of State a notice, executed by one or more partners authorized to execute the notice, that it is no longer a registered limited liability partnership. The notice shall state that a final annual tax return, as described by Section 17948.3 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code. (c) An amendment pursuant to subdivision (a) and a notice pursuant to subdivision (b) shall each be accompanied by a fee as set forth in subdivision (c) of Section 12189 of the Government Code. (d) The Secretary of State shall provide forms for an amended registration under subdivision (a) and a notice under subdivision (b). (e) A notice of cessation, signed pursuant to subdivision (b), shall be filed with the Secretary of State. The Secretary of State shall notify the Franchise Tax Board of the cessation. (f) A certificate of merger or the agreement of merger shall have the effect of the filing of a notice of termination for each disappearing registered limited liability partnership. (Amended by Stats. 2022, Ch. 617, Sec. 112. (SB 1202) Effective January 1, 2023.)

Last verified: January 10, 2026

Key Terms

registered limited liability partnershipamended registrationSecretary of Statefinal annual tax returnFranchise Tax Board

Related Statutes

  • § 16915.5 Partnership Merger Tax Liability
  • § 16951 Limited Liability Partnership Recognition
  • § 16955 Partnership Conversion To Llp
  • § 16957 Llc Partnership Distribution Limits
  • § 16961 Llp Registration Filing Exemption

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 16954.
View Official Source