Form LLP-04, the Certificate of Cancellation (Registered Limited Liability Partnership), is the North Carolina Department of the Secretary of State form that cancels a partnership's registration as a domestic or foreign registered limited liability partnership (LLP). One or more partners sign it, and the original goes to the Secretary of State with the filing fee. This page lets you fill out the certificate of cancellation online on FillingPDF and download or print the completed PDF; the form and its instructions are published by the Secretary of State.
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What is LLP-04?
Form LLP-04, Certificate of Cancellation (Registered Limited Liability Partnership), is the North Carolina Department of the Secretary of State form that a partnership submits to cancel its registration as a domestic or foreign registered limited liability partnership.
The form is filed under § 59-84.2(j) or § 59-91(k) of the General Statutes of North Carolina, as applicable. It is short: it identifies the partnership by the name on its application for registration, gives the filing date of that application, names a mailing address where the Secretary of State may send a copy of any process served on it, and states when the cancellation takes effect. Unless a date and/or time is specified on line 4, the cancellation is effective upon filing.
When the certificate is properly completed, the Secretary of State files it and returns a conformed copy stamped with the effective date of filing.
The Secretary of State's Business Registration forms list shows neighboring LLP documents with different purposes: LLP-03 amends the Certificate of Registration of an LLP, LLP-08 is used to reinstate an LLP after administrative dissolution, and LLLP-03 cancels the registration of a limited liability limited partnership (LLLP). Form LLP-04 cancels the registration of an LLP only.
Who needs to file LLP-04?
A partnership registered with the North Carolina Secretary of State as a domestic or foreign registered limited liability partnership uses Form LLP-04 when it wants to cancel that registration. The form covers both: it refers to § 59-84.2(j) or § 59-91(k) of the General Statutes of North Carolina, as applicable.
The instructions say the certificate must be executed by one or more partners. The signature block asks for the signature and the typed or printed name and title of the person signing.
The form is specific to registered limited liability partnerships. Do not use it to cancel the registration of a limited liability limited partnership: the Secretary of State's forms list gives that purpose to a different form, LLLP-03. The form is also not an amendment (LLP-03) or a reinstatement request (LLP-08).
When to file LLP-04
File Form LLP-04 when the partnership decides to cancel its registration as a registered limited liability partnership. The form prints no deadline of its own.
Line 4 controls timing: the cancellation is effective upon filing unless you enter a date and/or time there. After filing, the Secretary of State returns a conformed copy stamped with the effective date of filing. The form also states that any later change in the mailing address given on line 3 will be reported to the Secretary of State in a filed statement.
Documents you need
- The original executed Certificate of Cancellation (Form LLP-04), signed by one or more partners, is what the instructions say to file; no other attachment is listed on the form.
How to fill out LLP-04
Confirm the form fits your partnership
Form LLP-04 cancels the registration of a domestic or foreign registered limited liability partnership under § 59-84.2(j) or § 59-91(k) of the General Statutes of North Carolina, as applicable. The statutory reference is already printed on the form.
Enter the partnership name on line 1
Write the name of the partnership as it is reflected on the application for registration that is being cancelled.
Enter the filing date on line 2
Give the date of filing of the application for registration that is to be cancelled.
Provide a mailing address on line 3
Enter the mailing address to which the Secretary of State may mail a copy of any process served on it. Any later change to this address will be filed with the Secretary of State.
Set the effective date on line 4
Leave the line as it is if the cancellation should be effective upon filing. Otherwise enter the date and/or time you want it to take effect.
Complete the date of signing
Fill in the day, month and year in the line that reads "This the ___ day of , 20."
Add the signature, name and title
One or more partners must execute the certificate. Sign above the signature line and type or print the name and title of the person signing.
Review, download and prepare to file
Check the name, dates and mailing address against your registration records, then download or print the completed PDF from FillingPDF. Sign the original and assemble the package with the filing fee as described under How to submit.
How to submit LLP-04
The instructions for Form LLP-04 describe one channel: mailing or delivering the original to the Corporations Division of the Secretary of State.
- By mail: send the original executed Certificate of Cancellation, together with the filing fee, to: Department of the Secretary of State, Post Office Box 29622, Raleigh, North Carolina 27626-0622.
A filing fee applies. The form states it next to the signature block and in the instructions; check the Secretary of State's Business Registration forms list or contact the agency for the current amount before sending payment.
File the original, not a copy, and make sure it is signed by one or more partners. If the form is properly completed, the Secretary of State files it and returns a conformed copy stamped with the effective date of filing. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Filing a copy instead of the original executed Certificate of Cancellation; the instructions call for the original.
- Leaving the form unsigned, or having someone other than a partner execute it; the instructions say one or more partners must execute it.
- Sending the certificate without the filing fee; the instructions say the fee is filed with the original.
- Entering a different name on line 1 than the one on the application for registration; line 1 asks for the name as reflected on that application.
- Mailing the form to the wrong place instead of the Department of the Secretary of State, Post Office Box 29622, Raleigh, North Carolina 27626-0622.
- Leaving line 4 blank while expecting a later effective date; unless a date and/or time is specified, the cancellation is effective upon filing.
- Using Form LLP-04 to cancel an LLLP registration, which the Secretary of State's forms list assigns to LLLP-03.
Frequently asked questions
What is a certificate of cancellation for a North Carolina LLP?
It is Form LLP-04, the document that cancels a partnership's registration as a domestic or foreign registered limited liability partnership with the North Carolina Department of the Secretary of State. It is filed under § 59-84.2(j) or § 59-91(k) of the General Statutes, as applicable.
Who has to sign the certificate of cancellation?
One or more partners must execute it, according to the instructions for Form LLP-04. The form has a signature line and a line for the signer's typed or printed name and title.
Where do I mail Form LLP-04?
Mail the original, with the filing fee, to the Department of the Secretary of State, Post Office Box 29622, Raleigh, North Carolina 27626-0622. The instructions say it is filed with the Corporations Division at that address.
Is there a fee to file a certificate of cancellation?
Yes. A filing fee applies and must accompany the original certificate. The form does not leave the amount to guesswork, but fees can change, so confirm the current amount with the Secretary of State's Business Registration Division before you send payment.
When does the cancellation take effect?
It is effective upon filing unless you enter a date and/or time on line 4. After filing, the Secretary of State returns a conformed copy stamped with the effective date of filing.
Can I fill out Form LLP-04 online?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the certificate; you send the signed original to the Secretary of State yourself.
Can I use Form LLP-04 to cancel an LLLP registration?
No. Form LLP-04 is for registered limited liability partnerships. The Secretary of State's forms list gives cancelling the registration of an LLLP to a separate form, LLLP-03.
What do I get back after filing the certificate?
If the certificate is properly completed, the Secretary of State files it and returns a conformed copy stamped with the effective date of filing.
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