Instructions for completing a Statement of Registration for a Limited Partnership

Use these instructions when completing a Statement of Registration for a Limited Partnership pursuant to §7-60-144 or §7-64-1002 and part 3 of Article 90 of Title 7 of the Colorado Revised Statutes (C.R.S.).  Provide only information required or permitted to be included in the document by Colorado law.  Information included in the document must be typewritten, in English and must state the name(s) and address(es) of at least one individual causing the document to be delivered for filing.  The required form/coversheet must be used when filing the document.  For legal authority, refer to §7-90-301 and §7-90-302, C.R.S.  You may include additional information in an attachment to the form/coversheet.  Any attachment becomes part of the document.  If there is a conflict between information in the attachment and the form/coversheet, the information in the form/coversheet controls.  Information provided in a case-sensitive format will be retrieved and displayed in the same format.  Visit our Web site at www.sos.state.co.us and click on “Business Center” for a copy of a document after filing, Certificates of Good Standing, other electronic services, and other information.  For answers to general filing questions consult the Frequently Asked Questions (FAQs), also on our Web site.

 

Instructions

ID Number.  The number assigned to the initial document which begins a record in the Business Division database at the Colorado Secretary of State’s office.  The ID number is listed on the Summary Information page of records on our website.  A record may be reviewed by visiting our website at www.sos.state.co.us, and clicking on “Business Center”, then “Search Business Database”.  The ID number must be indicated on all documents related to an established record in the database.

Entity Name.  State the name of the limited partnership.

True Name.  If the name of the limited partnership currently used is not distinguishable on the records of the Colorado Secretary of State, list that name.  This is the true name.

Entity Name After Registration.  State the name of the limited liability limited partnership after registration.  The name of a limited liability limited partnership may contain the term or abbreviation "limited liability limited partnership", "registered limited liability limited partnership", "limited", "l.l.l.p.", "lllp", "r.l.l.l.p.", "rlllp", or "ltd.".  For legal authority, refer to §7-90-601, C.R.S.

Principal Office Street Address.  List the complete street address of the entity’s principal office, including zip code.

Principal Office Mailing Address.  If mail cannot be delivered to the street address, please provide an address where mail may be delivered.

Registered Agent.  List the name of the registered agent.  A registered agent must be an individual age 18 years or older whose primary residence or usual place of business is in Colorado, a domestic entity having a usual place of business in Colorado or a foreign entity authorized to transact business or conduct activities in Colorado that has a usual place of business in Colorado.  If the entity has a usual place of business in Colorado, it may serve as its own registered agent.  For legal authority, refer to §7-90-701, C.R.S.

Statement Regarding Registered Agent Consent.  A statement that the person appointed as the registered agent in the document has consented to being so appointed must be included.

Registered Agent Street Address.  Please list the complete street address (physical location) of the entity’s registered agent, including zip code.  This may be the address of the registered agent’s primary residence in Colorado or usual place of business in Colorado if the registered agent is an individual, or of the usual place of business in Colorado if the registered agent is an entity.

Registered Agent Mailing Address.  If mail cannot be delivered to the street address, please provide an address where mail may be delivered.

Restricted Words.  Inclusion of any of these terms: “bank” or “trust” or any derivative thereof, “credit union”, “savings and loan”, “insurance”, “casualty”, “mutual”, or “surety” may be prohibited or restricted by Colorado law, and may be regulated by other state agencies (for example, use of the term “bank” requires Division of Banking approval).  Mark only one box.  If more than one term appears in the name, choose the term that best describes the organizational structure of the entity.

Delayed Effective Date.  The effective date of this document may be delayed up to 90 days after filing with the Colorado Secretary of State.  The delayed effective date may also specify a particular time of day Mountain Time.  If no time of day is specified, it defaults to close of business on that date.  Close of business is 11:59:59 PM Mountain Time.  For legal authority, refer to §7-90-304, C.R.S.

Notice.  Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

Filing Information.  State the name(s) and address(es) of the individual(s) causing this document to be delivered for filing.  This information is required for the Colorado Secretary of State to deliver notice if the filing of the document is refused (§7-90-301, C.R.S.).  The individual(s) listed will be held responsible for complying with the above notice.   The document need not state the true name and address of more than one individual.  However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box ٱ and include an attachment stating the name and address of such individuals.

Disclaimer.  These instructions, and the related form, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty.  While the related form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form.  Questions should be addressed to the user’s attorney.