What is the difference between a Certificate of Dissolution (Form LP-3) and a Certificate of Cancellation (Form LP-4/7)?
A Certificate of Dissolution (Form LP-3) is filed when a domestic limited partnership that is not subject to the Uniform Limited Partnership Act of 2008 (the Act of 2008) has decided to terminate but is still in the process of winding up its affairs. A domestic limited partnership that is not subject to the Act of 2008 must file a Certificate of Dissolution prior to or simultaneously with the Certificate of Cancellation (Form LP-4/7). A foreign limited partnership is not required to file a Certificate of Dissolution. A Certificate of Cancellation (Form LP-4/7) is filed by a either a domestic or foreign limited partnership once all assets have been distributed. This filing officially terminates the limited partnership. There is no fee for filing either form. ACT OF 2008: A domestic limited partnership is subject to the Act of 2008: (1) if it was formed on or after January 1, 2008; or (2) if it was formed prior to January 1, 2008, and has elected to be governed by the Act of 2008. All fo
