The Certificate of Cancellation for a domestic limited partnership is the South Dakota Secretary of State form, cited to SDCL 48-7-203, that general partners file to cancel a limited partnership incorporated in South Dakota. It asks for the partnership's exact registered name and Business ID, the date its Certificate of Limited Partnership was filed, the reason for the cancellation and any deferred effective date. On FillingPDF you can fill out the certificate of cancellation online and download or print the completed PDF; the original PDF is published by the South Dakota Secretary of State.
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What is Certificate of Cancellation – South Dakota?
The Certificate of Cancellation (Domestic Limited Partnership) is the South Dakota Secretary of State form, printed with the citation SDCL 48-7-203, that the general partners of a South Dakota limited partnership file to cancel the partnership's Certificate of Limited Partnership.
The form is short. It identifies the limited partnership by its exact registered name and Business ID, gives the date the Certificate of Limited Partnership was filed, states the reason for filing the cancellation, and lets the general partners set a deferred effective date if the cancellation is not to take effect on filing. A fifth line holds any other information the general partners filing the certificate decide to include. Every general partner then dates and signs.
The South Dakota Secretary of State lists this certificate with the domestic limited partnership forms, which are used by organizations incorporated in South Dakota. The other domestic forms on that list are the Domestic Certificate of Limited Partnership and the Certificate of Amendment of Certificate of Limited Partnership. Organizations whose state of incorporation is not South Dakota use the Secretary of State's separate foreign forms.
"Certificate of cancellation" is a title other states and entity types also use. This page covers only the South Dakota Secretary of State's domestic limited partnership version, edition Feb 2018.
Who needs to file Certificate of Cancellation – South Dakota?
The general partners of a limited partnership incorporated in South Dakota file this certificate when the partnership is to be cancelled. The form states that the Certificate of Cancellation must be signed by all general partners (SDCL 48-7-204(3)), so one partner cannot sign alone.
Who uses it:
- Domestic limited partnerships. The Secretary of State places the form among the domestic forms, which are for organizations incorporated in South Dakota.
- General partners. Each general partner dates and signs; the form has three signature blocks, each with an optional email and optional printed name.
Do not use this form if the limited partnership's state of incorporation is not South Dakota. The Secretary of State provides separate foreign forms for those organizations.
The form describes each signer as an "authorized person". It prints no separate rule on signing for someone else, so ask the Secretary of State's office at (605)773-4845 if a general partner cannot sign personally.
When to file Certificate of Cancellation – South Dakota
File the Certificate of Cancellation when the general partners decide to cancel the limited partnership. The form prints no filing deadline of its own.
Timing of the cancellation is set on the form. By default it takes effect on filing. If it is not to be effective upon filing, the general partners enter the deferred effective date on line 4.
Line 2 asks for the date the Certificate of Limited Partnership was filed, so have that date before you start. For questions about timing, the Secretary of State's office lists (605)773-4845 and [email protected] on the form.
How to fill out Certificate of Cancellation – South Dakota
Enter the partnership name and Business ID
On line 1, type the name of the limited partnership exactly as it is registered, then its Business ID.
Give the Certificate of Limited Partnership date
On line 2, enter the date the Certificate of Limited Partnership was filed.
State the reason for cancellation
On line 3, write the reason for filing the Certificate of Cancellation.
Set a deferred effective date if needed
Complete line 4 only if the cancellation is not to be effective upon filing, and enter the deferred effective date there.
Add any other information
On line 5, enter any other information the general partners filing the Certificate of Cancellation determine to include; leave it blank if there is none.
Date and sign for each general partner
Each general partner enters the date and signs on a Signature of an authorized person line. The Email and Printed Name lines are optional.
Review before downloading
Check that the name matches the registration and that all general partners are listed. Then download or print the completed PDF from FillingPDF and mail it with the filing fee as described under How to submit.
How to submit Certificate of Cancellation – South Dakota
You submit the Certificate of Cancellation by mail to the South Dakota Secretary of State. The agency's forms page says to print the form and mail it, and that you may print it and complete it in ink if you prefer not to fill it out on a computer.
- By mail: Secretary of State Office, 500 E Capitol Ave, Pierre, SD 57501, the address printed at the top of the form.
- Fee: a filing fee applies. The form says to make the check payable to SECRETARY OF STATE; the amount is printed on the form, so check it there or call the office before you send payment.
- Questions: (605)773-4845 or [email protected], both printed on the form.
Before mailing, make sure every general partner has dated and signed the certificate. The form names no online filing channel. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Entering a name that is not the exact name as registered on line 1; the form notes it must match the registration.
- Submitting the certificate signed by only some of the general partners; the form requires the signatures of ALL general partners.
- Sending the form without the filing fee, or with a check payable to anyone other than SECRETARY OF STATE.
- Using this domestic form for a limited partnership whose state of incorporation is not South Dakota; foreign forms exist for those.
- Leaving line 3 empty instead of stating the reason for filing the Certificate of Cancellation.
- Entering a deferred date on line 4 when the cancellation is meant to take effect on filing; line 4 applies only if it is not to be effective upon filing.
- Signing a certificate that contains information you know is false; the form warns of possible criminal penalty under SDCL 22-39-36.
Frequently asked questions
What is a certificate of cancellation for a South Dakota limited partnership?
It is the South Dakota Secretary of State form, printed with SDCL 48-7-203, that the general partners of a domestic limited partnership file to cancel the partnership's Certificate of Limited Partnership. It states the partnership's name, Business ID and reason for cancelling.
Who has to sign the certificate of cancellation?
All general partners. The form states that the Certificate of Cancellation must be signed by ALL general partners (SDCL 48-7-204(3)). It has three signature blocks, each with a date, an optional email and an optional printed name.
Is there a fee to file the certificate of cancellation?
Yes. The form prints a filing fee and says to make the check payable to SECRETARY OF STATE. Check the amount on the form or call the office at (605)773-4845 before paying.
Where do I mail the South Dakota certificate of cancellation?
Mail it to Secretary of State Office, 500 E Capitol Ave, Pierre, SD 57501, the address printed on the form. The Secretary of State's page says to print the form and mail it; the form names no other channel.
Can I delay the effective date of the cancellation?
Yes. If the cancellation is not to be effective upon filing, enter the deferred effective date on line 4. If you leave line 4 blank, the form treats the cancellation as effective upon filing.
Can I fill out the certificate of cancellation online?
You can complete the PDF online on FillingPDF and download or print it. FillingPDF does not file it with the Secretary of State: you still mail the signed form with the fee to the South Dakota Secretary of State.
Do foreign limited partnerships use this form?
No. This is a domestic form, used by organizations incorporated in South Dakota. The Secretary of State publishes separate foreign forms for organizations whose state of incorporation is not South Dakota.
What happens if I put false information on the form?
The form warns that no person may execute it knowing it is false in any material respect, and that any violation may be subject to a criminal penalty under SDCL 22-39-36.
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