California Form LLP-1 is the Application to Register a Limited Liability Partnership that licensed lawyers, public accountants, architects, engineers, and land surveyors must file with the California Secretary of State to convert a general partnership into an LLP or to bring a foreign LLP into California. Filing the form correctly shields each partner from vicarious liability for the malpractice of other partners, but a single missed checkbox or wrong agent listing can void that shield from day one.
The current revision is LLP-1 (REV 01/2013), and the official PDF still uses that revision date in 2026. California processes thousands of LLP filings each year, and the Secretary of State reports that paper filings carry a rejection rate near 20% — almost always for fixable field errors like missing agent addresses, wrong profession boxes, or non-conforming names under Corporations Code §16952.
Here is what you will learn in this guide:
- 📝 How to complete every numbered item on Form LLP-1 line by line, in plain English
- 💼 Three full filled-out walkthroughs (a law boutique, a CPA firm conversion, and a foreign LLP)
- 💰 The $70 filing fee, the $15 drop-off handling fee, and how to pay through the bizfile Online portal
- 🛡️ The mandatory security and insurance rules under Corporations Code §16956 that keep your liability shield intact
- 🚫 The ten most common LLP-1 mistakes and exactly what each one costs you
What Form LLP-1 Is and Who Must File It
Form LLP-1 is the official registration document that converts a California general partnership into a registered limited liability partnership, or qualifies a foreign LLP to do business inside California. The form is authorized by Corporations Code §§16101, 16952, 16953, 16958, and 16959 along with Revenue and Taxation Code §17948, and only certain licensed professions may use it.
California limits LLP status to five professions: the practice of law, public accountancy, architecture, engineering, and land surveying. The California Secretary of State confirms that no other business — not medical practices, not consulting firms, not real estate brokerages — can register an LLP in this state. A partnership trying to register outside those five professions will have its LLP-1 rejected, and the partners will keep unlimited joint liability under general partnership rules.
The form is not the same as forming a brand-new entity. An LLP starts as a general partnership under the Uniform Partnership Act of 1994, and Form LLP-1 simply layers the LLP shield on top of that existing partnership. That distinction matters because partners are still bound by their underlying partnership agreement, and any defects in that agreement carry forward into the LLP.
Lawyers must also register the LLP separately with the State Bar of California under State Bar Rule 3.150, and accountants must register with the California Board of Accountancy under Business and Professions Code §5151. The Secretary of State filing alone is not enough for these two professions, and practicing as an LLP without the parallel licensing-board registration can trigger discipline up to suspension.
Before You Start: Documents and Information You Need
Gathering everything before you open the LLP-1 PDF prevents the most common cause of rejection: blank or inconsistent fields. Pull these eight items together first.
- Proposed LLP name with required suffix. The name must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “L.L.P.,” “LLP,” “R.L.L.P.,” or “RLLP.” Without one of those suffixes, the Name Availability Unit will reject the filing on intake.
- Name availability check. Run the proposed name through bizfile Online’s name search before filing. If the name conflicts with an existing entity, the filing is rejected and the $70 fee is not refunded for the staff time spent on review.
- Place of formation. Confirm whether the LLP is being registered as a California LLP or as a foreign LLP, and identify the exact state or country of formation. Foreign LLPs need a certificate of good standing issued within the last six months.
- Principal office street address. A physical California or out-of-state street address is required. P.O. Boxes alone are not acceptable for Item 3a.
- Mailing address (if different). Have a separate mailing address ready if mail goes somewhere other than the principal office.
- Agent for service of process. Either an adult California resident with a California street address, or a Section 1505 corporate agent on file with the Secretary of State.
- Profession category. Decide which of the five professions you are registering under, and confirm every partner holds the required California license.
- Insurance or security documentation. Have proof of Corporations Code §16956 compliance — typically an errors-and-omissions policy of at least $1 million for law firms with five or fewer lawyers, scaling up to $7.5 million.
- Authorized partner signature block. Identify which partner will sign, and confirm they have authority under the partnership agreement.
- Payment method. A check or money order payable to “Secretary of State,” or a credit card if filing through bizfile Online.
Where to Get the Form and How to Access It
The official Form LLP-1 lives on the California Secretary of State Forms page under the “Limited Liability Partnerships” section. Always download the form fresh from that page rather than reusing a saved copy, because the SOS occasionally updates revision dates and stale revisions are rejected on sight.
The form itself is a fillable PDF that you can complete on screen using Adobe Acrobat Reader, Preview on macOS, or any modern browser PDF editor. Print double-sided printing is not allowed by the SOS — every page must be single-sided on standard 8½” x 11” white paper. Submitting a stapled, double-sided LLP-1 will get the package returned unprocessed, costing you a week of mail time.
You can also file the entire LLP-1 transaction electronically through bizfile Online, which is the Secretary of State’s preferred channel as of 2026. Online filings skip the mail queue, take a credit card payment instantly, and produce a date-stamped digital copy within a few business days. The online filer walks you through the same numbered items as the paper form, so the line-by-line instructions below apply equally to both channels.
If you need a paper packet mailed to you, call the Business Entities section at (916) 657-5448, or visit the public counter at 1500 11th Street, 3rd Floor, Sacramento, CA 95814. The packet includes the LLP-1, the optional Form LLP-3 (Alternative Security Provision), and a fee schedule.
Step-by-Step: How to Fill Out California Form LLP-1 Line by Line
The form has six numbered items plus a signature block. Complete them in order, because later items reference earlier ones.
Item 1 — Proposed LLP Name
What the field asks in plain English. Item 1 asks for the exact legal name your partnership will operate under in California, including the required LLP suffix.
How to answer it. Type the full name in title case, ending with one of the six approved designators: “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “L.L.P.,” “LLP,” “R.L.L.P.,” or “RLLP.” Do not abbreviate any other word in the name, and do not use punctuation that the Name Regulations prohibit, such as the symbols “&” inside a non-ampersand context.
A specific example answer. Maria Lopez and David Chen register their two-attorney boutique as Lopez & Chen LLP. Maria types Lopez & Chen LLP exactly that way in Item 1, with the ampersand and no period after “LLP.”
A nuance or edge case. What if your firm wants to use a fictitious or “doing business as” name? Item 1 must still list the legal LLP name, and any DBA gets registered separately at the county clerk’s office under Business and Professions Code §17910.
A common mistake on this field and its direct consequence. Filers routinely forget the LLP suffix or write “Ltd.” instead. The Secretary of State will reject the filing under Corporations Code §16952(b), and you must refile with a corrected name and a new $70 check.
A misconception people hold about this field. Many filers believe a name “reservation” through bizfile guarantees acceptance on LLP-1. It does not — the reservation only holds the name for 60 days; the LLP-1 itself must still pass the suffix and conformity check.
Item 2 — Place of Formation
What the field asks in plain English. Item 2 asks whether the LLP is being formed under California law or whether it is a foreign LLP already formed elsewhere.
How to answer it. Check only one of the two boxes. Box 2a is for a California LLP. Box 2b is for a foreign LLP, and if you check 2b, you must also write the exact state or country of formation on the line provided.
A specific example answer. Bennett, Park & Sullivan LLP is a New York LLP qualifying to do business in California. The signer checks Box 2b and writes New York on the formation line.
A nuance or edge case. What if your LLP was formed in a country that does not use the term “LLP”? Write the closest equivalent designation along with the country name (for example, England and Wales), and attach a translated certificate of good standing if the original is not in English.
A common mistake on this field and its direct consequence. Checking both boxes, or checking 2b without naming the foreign jurisdiction, voids the filing. The SOS returns the form, and any clients hired during the gap may not be covered by the LLP shield.
A misconception people hold about this field. Some filers think a Delaware LLP automatically transfers when partners move to California. It does not — the foreign LLP must still register here through Form LLP-1 before doing business under Corporations Code §16959.
Item 3a — Street Address of Principal Office
What the field asks in plain English. Item 3a asks for the physical street address where the partnership runs its main office.
How to answer it. Enter the street number, street name, suite number, city (spell out — no abbreviations like “L.A.”), state (two-letter), and ZIP code. P.O. Boxes alone are not allowed.
A specific example answer. Lopez & Chen LLP enters 1801 Avenue of the Stars, Suite 600, Los Angeles, CA 90067.
A nuance or edge case. What if partners work from home and there is no shared office? List the address most associated with firm operations, such as the managing partner’s home street address. A virtual mailbox that issues a CMRA-compliant suite number under USPS Form 1583 is acceptable, but a generic P.O. Box is not.
A common mistake on this field and its direct consequence. Filers list a P.O. Box and the SOS bounces the form. The fix costs another mail cycle, and during that gap, contracts the firm signs as an “LLP” can be challenged as unauthorized.
A misconception people hold about this field. Some filers think the principal office must be in California for a foreign LLP. It does not — Item 3a may be the foreign LLP’s main office in any state.
Item 3b — Mailing Address (if different)
What the field asks in plain English. Item 3b asks where the SOS and the public should send mail if it is not the same as Item 3a.
How to answer it. Leave Item 3b blank if mail goes to the principal office. Otherwise, enter a full mailing address, including a P.O. Box if you prefer.
A specific example answer. Bennett, Park & Sullivan LLP uses a Sacramento P.O. Box for service and lists P.O. Box 1942, Sacramento, CA 95812 in Item 3b.
A nuance or edge case. What if the firm uses a third-party mail-handling service? Use the suite-style address the service issues, and confirm the service has authority to receive non-process mail.
A common mistake on this field and its direct consequence. Filers duplicate Item 3a here, which is harmless but wastes space. The bigger error is listing an address where no one actually retrieves mail — important SOS notices then go unread, and the LLP can lose good standing.
A misconception people hold about this field. Many filers think Item 3b is the agent’s address. It is not — the agent for service of process is a separate field in Item 4.
Item 4 — Agent for Service of Process
What the field asks in plain English. Item 4 names the person or company that accepts lawsuits, subpoenas, and government notices on behalf of the LLP.
How to answer it. Choose either an individual California resident with a California street address, or a registered corporate agent (a “1505 agent”) on file with the SOS. If you use an individual, fill in the name and California street address; you cannot use a P.O. Box. If you use a 1505 corporate agent, list only the corporate agent’s name — never the corporate agent’s address, because the SOS already has it.
A specific example answer. Lopez & Chen LLP hires CT Corporation System and writes CT Corporation System on the agent line, leaving the address fields blank.
A nuance or edge case. What if a partner wants to serve as agent? They may, as long as they are an adult California resident at a California street address. The agent does not need to be a partner in the firm.
A common mistake on this field and its direct consequence. Listing a 1505 corporate agent and filling in the address bounces the form on intake. The SOS treats the dual entry as conflicting data.
A misconception people hold about this field. Some filers think the LLP itself can be its own agent. It cannot — the LLP cannot be listed as its own agent under Corporations Code §17701.13, and another LLP also cannot serve.
Item 5 — Type of Business (Profession Checkbox)
What the field asks in plain English. Item 5 confirms which of the five eligible licensed professions the LLP will practice in California.
How to answer it. Check only one box: Architecture, Engineering, Land Surveying, Law, or Public Accountancy. Or check the “Related to” box if your LLP is a related LLP under Corporations Code §16101(8) and list the related LLP’s exact name as it appears on SOS records.
A specific example answer. Greenfield CPA Group LLP, a four-partner accountancy firm, checks “The practice of Public Accountancy.”
A nuance or edge case. What if the firm practices both law and another regulated activity? Only check law, because California does not allow multidisciplinary LLPs that mix law with non-law services under Rule of Professional Conduct 5.4.
A common mistake on this field and its direct consequence. Filers check two boxes “to be safe.” The SOS rejects the form because the statute permits only one profession per LLP, and you must refile with a clean checkbox.
A misconception people hold about this field. Filers often believe doctors, dentists, or psychologists can register an LLP in California. They cannot — those professions must instead form professional corporations under Corporations Code §13401.
Item 6 — Authorized Partner Signature
What the field asks in plain English. Item 6 is the signature block confirming that an authorized partner is registering the LLP under penalty of perjury.
How to answer it. One or more authorized partners sign in ink (or with an SOS-accepted electronic signature on bizfile), then print the name and write a business title such as Managing Partner or Partner. For a foreign LLP, any person with authority under the laws of the home jurisdiction may sign.
A specific example answer. Maria Lopez signs in blue ink, prints Maria Lopez on the next line, and writes Managing Partner as the title.
A nuance or edge case. What if more than one partner wants to sign? They may, on attached pages following the SOS rule that all attachments must be 1-sided letter-sized paper.
A common mistake on this field and its direct consequence. Filers print rather than sign, or use a stamp. The SOS rejects the form, and the filing date does not anchor — meaning the liability shield is delayed until a properly signed LLP-1 is on file.
A misconception people hold about this field. Some filers think a notary is required. The signature is under penalty of perjury and does not require notarization for LLP-1.
Three Filled-Out Examples Using Real Scenarios
Three named partnerships show how Form LLP-1 fills in for the most common fact patterns. Each table below has eight or more rows.
Scenario 1: Lopez & Chen LLP — Two-Attorney California Boutique in Los Angeles
| Form Section | What Maria Lopez Enters |
|---|---|
| Item 1 — Proposed LLP Name | Lopez & Chen LLP |
| Item 2 — Place of Formation | Box 2a checked (California) |
| Item 3a — Principal Office | 1801 Avenue of the Stars, Suite 600, Los Angeles, CA 90067 |
| Item 3b — Mailing Address | (blank — same as 3a) |
| Item 4 — Agent for Service | CT Corporation System (1505 agent, no address listed) |
| Item 5 — Type of Business | “The practice of Law” checked |
| Item 6 — Signature | Maria Lopez, Managing Partner |
| Filing Fee | $70 check to Secretary of State |
| Parallel Filing | State Bar LLP registration with $75 fee |
Scenario 2: Greenfield CPA Group LLP — Four-Partner Accountancy Firm Converting from a General Partnership
| Form Section | What Janet Greenfield Enters |
|---|---|
| Item 1 — Proposed LLP Name | Greenfield CPA Group LLP |
| Item 2 — Place of Formation | Box 2a checked (California) |
| Item 3a — Principal Office | 4500 Park Granada Boulevard, Suite 200, Calabasas, CA 91302 |
| Item 3b — Mailing Address | P.O. Box 9876, Calabasas, CA 91372 |
| Item 4 — Agent for Service | Janet Greenfield, 4500 Park Granada Boulevard, Suite 200, Calabasas, CA 91302 |
| Item 5 — Type of Business | “The practice of Public Accountancy” checked |
| Item 6 — Signature | Janet Greenfield, Partner |
| Filing Fee | $70 paid by credit card via bizfile Online |
| Parallel Filing | California Board of Accountancy LLP registration |
Scenario 3: Bennett, Park & Sullivan LLP — Foreign New York LLP Qualifying to Do Business in California
| Form Section | What Aaron Bennett Enters |
|---|---|
| Item 1 — Proposed LLP Name | Bennett, Park & Sullivan LLP |
| Item 2 — Place of Formation | Box 2b checked, New York on formation line |
| Item 3a — Principal Office | 200 Park Avenue, 30th Floor, New York, NY 10166 |
| Item 3b — Mailing Address | P.O. Box 1942, Sacramento, CA 95812 |
| Item 4 — Agent for Service | National Registered Agents, Inc. (1505 agent) |
| Item 5 — Type of Business | “The practice of Law” checked |
| Item 6 — Signature | Aaron Bennett, Authorized Partner |
| Required Attachment | Certificate of Good Standing from NY Department of State, dated within 6 months |
| Filing Fee | $70 plus $15 drop-off handling fee at Sacramento counter |
How to File the Completed Form
You may file Form LLP-1 through three channels: online, by mail, or in person. Each channel has different fees, processing times, and proof-of-filing.
Online via bizfile Online. The online portal is the fastest channel. The fee is $70, payable by credit card (Visa, MasterCard, Discover, American Express) or by ACH from a U.S. bank account. Standard online processing typically returns a stamped digital copy within 5 to 8 business days, and the portal stores the proof-of-filing in your account permanently.
By mail. Mail the signed original LLP-1, any attachments, and a $70 check or money order payable to “Secretary of State” to Secretary of State, Business Entities, P.O. Box 944228, Sacramento, CA 94244-2280. Do not include the $15 counter handling fee for mail submissions. Standard mail processing runs roughly 3 to 4 weeks; expedited 24-hour processing is available for an extra $350 under Government Code §12231. Keep your certified mail receipt as proof-of-filing until the file-stamped copy returns.
In person at the public counter. Drop off the LLP-1 at 1500 11th Street, 3rd Floor, Sacramento, CA 95814, with a $70 filing fee plus a separate, non-refundable $15 special-handling fee. Counter submissions are reviewed in the order received, and a date-stamped receipt is issued on the spot. Same-day or 24-hour service requires a separate preclearance request and additional fees.
The SOS returns one uncertified copy of your filed LLP-1 for free. A certified copy costs $5 per certification, and any extra plain copies are $1 per page plus $5 per certification.
What Happens After You File
Once the LLP-1 is accepted, the Secretary of State date-stamps the document, assigns a 12-digit Secretary of State file number, and returns one uncertified copy. From that filing date forward, the partnership operates with the LLP liability shield against the malpractice and torts of other partners under Corporations Code §16306(c).
Within 90 days of filing, every California LLP must also file a Statement of Information (Form LLP-12) with a $20 fee. Missing this 90-day deadline triggers a $250 penalty assessed by the Franchise Tax Board and can suspend the LLP’s powers.
Each LLP also owes the annual $800 California franchise tax under Revenue and Taxation Code §17948, payable to the Franchise Tax Board by the 15th day of the third month after the LLP’s tax year begins. New LLPs do not get a first-year exemption, so plan for the $800 immediately.
Lawyers must register the LLP with the State Bar of California within 30 days, and accountants must register with the California Board of Accountancy before holding the firm out as an LLP. Architects, engineers, and land surveyors register with their respective licensing boards. If you choose the alternative net-worth security under §16956(a)(1)(D), you must also file Form LLP-3 annually within 4 months of your fiscal year-end.
Mistakes to Avoid When Filling Out the Form
Each error below has a direct consequence, so treat the list as a pre-flight checklist.
- Missing LLP suffix in Item 1. The SOS rejects the form, and the $70 fee is consumed by staff review.
- Checking both California and Foreign in Item 2. The form is bounced for ambiguity, and the filing date does not anchor.
- Listing a P.O. Box in Item 3a. The SOS rejects the principal-office field, costing you another mail cycle.
- Filling in an address for a 1505 corporate agent in Item 4. The dual entry is treated as conflicting data and the filing is returned.
- Using the LLP itself as its own agent. Prohibited by statute, and the filing is voided.
- Checking two profession boxes in Item 5. Only one is allowed; multi-checkbox forms are rejected.
- Forgetting the State Bar or CBA parallel registration. Practicing as an LLP without licensing-board registration triggers professional discipline.
- Skipping the §16956 insurance. Without insurance, every partner becomes personally liable for the full deficiency.
- Filing the LLP-1 with a stale revision date. Pre-2013 revisions are rejected on sight.
- Stapling double-sided copies. The form must be single-sided; duplexed copies are returned unprocessed.
- Not filing Form LLP-12 within 90 days. A $250 FTB penalty hits, and the LLP can be suspended.
- Underfunding the $800 annual franchise tax. The FTB charges interest and a 10% late penalty under R&TC §19132.
Do’s and Don’ts
Do’s
- Do download a fresh LLP-1 PDF from the SOS Forms page every time you file, because revisions can change without notice.
- Do run the proposed name through bizfile name search before paying anything.
- Do confirm all partners hold active California licenses for the chosen profession, because a single unlicensed partner can void the LLP shield.
- Do calendar the 90-day Form LLP-12 deadline immediately after filing.
- Do keep proof of §16956 insurance with the partnership records, since the State Bar can audit it at any time.
- Do save the file-stamped LLP-1 in cloud storage and a paper file, because losing it complicates banking and tax filings.
Don’ts
- Don’t assume reserving a name guarantees acceptance — the LLP-1 still has to pass conformity review.
- Don’t list a partner’s home P.O. Box in Item 3a; it is grounds for rejection.
- Don’t mix professions on Item 5 even if your firm offers ancillary services, because the SOS treats it as a fatal defect.
- Don’t pay the $15 handling fee on a mailed submission; it is only for in-person drop-offs.
- Don’t sign with a digital stamp on a paper filing — wet ink or bizfile e-signature only.
- Don’t forget the certificate of good standing for foreign LLPs; the SOS rejects foreign filings without it.
Pros and Cons of Filing on Your Own vs. With Help
Pros of Filing Pro Se
- You save attorney fees that often run $500–$1,500 for an LLP setup.
- You learn the form well, which helps when you later file Form LLP-12 or Form LLP-3.
- You control timing and can refile quickly if a field is rejected.
- You avoid the back-and-forth of ferrying documents to outside counsel.
- You keep client conflicts simple, since no outside law firm sees your partnership agreement.
Cons of Filing Pro Se
- You absorb the full risk of a rejected filing, which delays the liability shield.
- You may misread §16956 and under-insure, leaving partners exposed.
- You handle State Bar or CBA registration on your own, where rules change frequently.
- You may miss the 90-day LLP-12 deadline, triggering a $250 FTB penalty.
- You may pick the wrong agent type and need to refile, costing time and fees.
California LLP-1 Filing Channels at a Glance
| Channel | Fee, Speed, and Proof |
|---|---|
| Online via bizfile | $70, 5–8 business days standard, digital file-stamped copy |
| By mail | $70, 3–4 weeks standard, paper file-stamped copy returned |
| In-person drop-off | $70 + $15 handling, same-day receipt, paper file-stamped copy follows |
| 24-hour expedite | Add $350 to any channel under Government Code §12231 |
FAQs
Do I need a California address for the LLP?
No. A foreign LLP can list its out-of-state principal office in Item 3a, but it must still name a California-based agent for service of process in Item 4 to be served in this state.
Can a non-lawyer be a partner in a California law LLP?
No. California law LLPs may not include non-lawyer partners under Rule of Professional Conduct 5.4, and adding one voids the LLP’s authority to practice law.
Is the $70 filing fee refundable if my LLP-1 is rejected?
No. The Secretary of State keeps the $70 because it pays for the staff review, even when the filing is rejected for a defect in any field.
Do I write the LLP suffix as “LLP” or “L.L.P.” in Item 1?
Yes. Either form is allowed under Corporations Code §16952(b), along with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “RLLP,” or “R.L.L.P.” — pick one and use it consistently.
Can I list a P.O. Box in Item 3a?
No. Item 3a requires a physical street address, and listing only a P.O. Box causes the Secretary of State to reject the entire LLP-1.
Does my agent in Item 4 need to be a partner?
No. Any adult California resident with a California street address can serve, or you can hire a registered 1505 corporate agent like CT Corporation or NRAI.
Can I check both “Law” and “Public Accountancy” in Item 5 if my partners practice both?
No. Only one profession box may be checked, because California does not authorize multidisciplinary LLPs that combine law with non-law services.
Is notarization required on the LLP-1 signature?
No. Item 6 is signed under penalty of perjury and does not require a notary, though a wet-ink signature or accepted bizfile e-signature is mandatory.
Do I have to file Form LLP-3 with my LLP-1?
No. Form LLP-3 is only required if the LLP elects the alternative net-worth security option under Corporations Code §16956(a)(1)(D), and there is no fee when filed together with LLP-1.
Can a foreign LLP skip the certificate of good standing?
No. Corporations Code §16959 requires a certificate issued within the past six months from the foreign jurisdiction, attached to the LLP-1 at filing.
Will my LLP owe the $800 franchise tax in its first year?
Yes. Every California LLP owes the $800 annual franchise tax under R&TC §17948 starting in its first taxable year, with no first-year exemption.
Is an EIN required before filing Form LLP-1?
No. The IRS Employer Identification Number is not required to file LLP-1, but you will need one before opening the LLP’s bank account and filing federal partnership returns.
How long is the LLP-1 valid once accepted?
Yes. The registration is effective continuously from the file date, but the LLP must keep it active by filing the biennial Form LLP-12, paying the $800 franchise tax, and maintaining §16956 security.
Can I amend a filed LLP-1 if a partner changes names?
Yes. File Form LLP-2 (Amendment) with a $30 fee to update partner information, profession, or other items on the original LLP-1.
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