As filed with the Securities and Exchange Commission on August 24, 2012

Registration No. 333-163970

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-1/A

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Ministry Partners Investment Company, LLC

(Name of small business issuer in its charter)

_____________________

915 West Imperial Highway, Suite 120

Brea, California 92821

(714) 671-5720

 (Address and telephone number of principal executive offices and principal place of business)

_____________________

(Name, address and telephone number of agent for service)

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Approximate date of proposed sale to the public:  Not applicable.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following space and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

(Do not check if a smaller reporting company)

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 3 amends the Company’s Registration Statement on Form S-1, which was filed on December 23, 2009 and, as amended, declared effective on June 3, 2010 (Registration No. 333-163970). This Post-Effective Amendment No. 3 supplements Post-Effective Amendment No. 2, which the Company filed on July 11, 2012 to deregister the securities remaining unsold under the Registration Statement. The amount of Class A Notes registered under the Registration Statement remaining unsold at the time the offering contemplated by the Registration Statement was terminated was $71,423,986.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1/A and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Brea, California, on the 21st day of August, 2012.

MINISTRY PARTNERS INVESTMENT COMPANY, LLC

By:  /s/ Billy M. Dodson

Billy M. Dodson

Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this Registration Statement on Form S-1/A has been signed by the following persons in the capacities and on the dates indicated: