North Carolina Foreign Registration LP-04 for partnerships
Filing Form LP-04 as a foreign limited partnership in North Carolina
Form LP-04 is the Application for Registration as a Foreign Limited Partnership, and it costs $50, or $150 with 24-hour filing. It also registers a foreign LLLP, which item 11 distinguishes. It has 12 numbered items, filed under G.S. 59-902. Preparation, arranged by email, is $199 on top of the state's charges.
Form LP-04 summary
- Filed by
- A foreign limited partnership, or a foreign limited liability limited partnership
- State fee
- $50; $150 with 24-hour filing; $250 same day
- Signed by
- A general partner
- Special items
- Every general partner, the limited partner list or its location, and the LLLP choice
- Send to
- P.O. Box 29622, Raleigh, NC 27626-0622
The twelve items
| Item | What it asks | Note |
|---|---|---|
| 1 | The partnership's name | As in the partnership agreement and home-state record |
| 2 | A different name for North Carolina, if the first is unavailable | Must contain Limited Partnership, L.P., LP or Ltd. Partnership |
| 3 | Jurisdiction and date of formation, and the duration | |
| 4 | Where the partnership is based: street address, telephone and, if different, a mailing address | |
| 5 | The registered agent's name | |
| 6 | The agent's North Carolina office address and any mailing address | |
| 7 | The Secretary of State is named as backup agent for service when no agent can be found | Pre-printed statement |
| 8 | Optional business email for filing alerts | |
| 9 | Name and address of each general partner | Add sheets as needed |
| 10 | Limited partners: enclose a roster, or name the office that keeps one | Pick one |
| 11 | LLLP or ordinary limited partnership | Pick one |
| 12 | An effective date or time, if not on filing |
The signature block takes a typed or printed name, a signature and a title.
General partners and the signature
Item 9 names every general partner with an address, and a general partner signs the form. If the partnership has a corporate general partner, give the corporation's name and address, and have an authorized officer sign for it with a title. The Division cares that the signer and the item 9 list agree.
Limited partners: two ways to comply
Item 10 gives a choice. The partnership can attach a list of all its limited partners with full names and addresses, or it can state the office where the list and the partners' capital contributions will be kept for as long as the partnership transacts business in North Carolina. If you choose it, be sure that the office will be reachable and that the records are actually kept there.
The LLLP choice
The same form serves a foreign limited liability limited partnership. Item 11 asks the partnership to state which it is. The answer controls the name ending the partnership may use, so make sure it matches the home-state record.
The Secretary of State as backup agent
Item 7 is printed on the form, so there is nothing to fill in, but it explains why an agent matters: if the partnership lets its agent lapse, or the agent cannot be located at the registered office after reasonable effort, the Secretary of State becomes the partnership's agent for papers. The same result follows if a partnership does business here without registering at all (G.S. 59-907(f)).
If the partnership has not registered
Without a certificate a foreign limited partnership may not pursue a case in a North Carolina court, unless it obtains one before the trial (G.S. 59-907(a)). What it has done in the meantime is still valid (G.S. 59-907(b)), and a limited partner does not become liable as a general partner simply because the partnership operated unregistered (G.S. 59-907(e)).
Cost and speed
The $50 fee is the lowest of the five entity types, so a rush option is large by comparison: 24-hour filing adds $100 and same-day filing $200. Regular handling is listed at 5 to 10 business days. Unlike the LLC and corporation forms, this one has no certificate-of-existence item.
Completing Form LP-04
Gather the partners
Names and addresses of every general partner.
Decide how to handle the limited partners
Attach a list, or name the office where it is kept.
Answer the LLLP question
It should match the home-state record.
Complete items 1 to 8
Name, formation, offices and agent.
Sign and file
A general partner signs. $50 plus any rush option.
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 the form need a certificate of existence?
The twelve items do not list one.
Who signs for a partnership with a corporate general partner?
An authorized officer of the corporate general partner, with a title.
Is an LLLP a different filing?
No. The same form is used, with the LLLP choice ticked in item 11.
What is the state total for a same-day limited partnership filing?
$250: the $50 fee plus $200.
What name ending is needed?
A name for use in North Carolina must contain Limited Partnership, L.P., LP or Ltd. Partnership.
Fixed fee, state fees at cost
- The state form for your entity type, completed from your answers
- An original certificate of existence from your home state, requested for you
- Filed electronically with the Business Registration Division in Raleigh
- A North Carolina registered agent: ours, or the one you pick
- Your issued certificate and the date of your first April 15 report
- Renewal: after the first year, the agent service renews at $149 a year
State filing fees and any rush option are charged at cost and listed apart from our fee. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
State sources
- North Carolina Secretary of State, LLC fee schedule
- Form L-09, Application for Certificate of Authority (LLC)
- North Carolina Secretary of State, Business Registration fees (nonprofit, LLP, expedite, payment fees)
- 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 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. 59-907 (transaction of business without registration, limited partnership)
Need to be registered in North Carolina soon?
Order online, choose a rush option if you need one, and we prepare and file the application.