INSTRUCTIONS FOR APPLICATION FOR REGISTRATION OF A
LIMITED LIABILITY PARTNERSHIP
· Commentary: In accordance with title 4, chapter 152, subchapter J of the Texas Business Organizations Code (BOC), a general partnership or limited partnership may register with the secretary of state as a "limited liability partnership." A partner's liability in a limited liability partnership differs from that in an ordinary partnership. In general, a partner in a limited liability partnership is not individually liable for debts and obligations of the partnership incurred while the partnership is a limited liability partnership.
· Web Form and Content: The web form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form for any particular purpose. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the application for registration as a limited liability partnership.
Certain statutorily required provisions have been drafted with standard pre-printed statements. During the web filing process, you will be directed from screen to screen to provide certain variable information with which to populate the form. After entry of the information, a document image will be displayed for your review. Please review the document carefully for accuracy before submission.
· Filing Type/Partnership Selection Screen – The filing type selection screen collects the following information: 1) the type of document being filed; 2) the organizational structure of the partnership submitting the document; 3) information relating to the partnership, if the partnership is organized as a limited partnership that has filed a certificate of formation with the secretary of state; and 4) the number of general partners at the time of submission.
Filing Type: Select “Registration of a Limited Liability Partnership.”
Underlying Partnership: Once the filing type has been selected, you must enter information relating to the organizational structure of the partnership. Two alternatives are shown in the drop down box: General Partnership and Limited Partnership.
General Partnership: If the partnership has not filed a certificate of formation as a limited partnership with the secretary of state, it is organized as a General Partnership. After selecting “General Partnership”, continue to the field that requires the entry of the number of partners.
Limited Partnership: If the partnership is organized as a limited partnership, select “Limited Partnership” from the drop down. Selection of “Limited Partnership” will require the provisions of further information relating to the limited partnership.
Selection of Limited Partnership: Provision of the information requested in the next field will help to associate the domestic limited partnership with the entity’s separate registration as a limited liability partnership.
1. Please enter the file number issued to the limited partnership by the Texas secretary of state. If you do not know the file number of the limited partnership, click on Find Entity.
a. On the Find Entity Name Search screen, input the name of the limited partnership and click on Search.
b. The search results will be returned showing the names of entities that match or are very similar to the name searched.
c. Select the record of the domestic limited partnership that is submitting its registration as a limited liability partnership by clicking on the radio button in the column entitled "Mark."
d. If the entity for which you searched does not appear in the search results and you wish to conduct another search, click on New Search.
e. If the search does not retrieve any results under the name searched, and you believe that this information is in error, you may wish to verify the results of your search by calling our office at (512) 463-5555 or by sending an e-mail to firstname.lastname@example.org.
f. Click on Initiate New Filing to return to the Filing Type/Partnership Selection Screen, and continue with your filing.
2. If you could not find the corresponding record for a domestic limited partnership by the name searched, you will need to select the alternative “General Partnership” from the drop down in the Filing Type/Partnership Selection Screen to continue with the filing.
· Number of Partners: Provide the number of partners in the partnership at the time of submission. In the context of the provisions of chapter 152, subchapter J, the term "partners" refers to general partners only in a limited partnership registering as a limited liability partnership (BOC § 153.352). The system will not accept an entry of one (1) partner if the underlying partnership submitting the filing is not a limited partnership of record with the secretary of state. A general partnership is comprised of two (2) or more persons.
· Fee: The total filing fee is calculated by multiplying the number of partners in the partnership by the statutory filing fee; which is $200 for each partner.
Payments for web filings may be made by credit card or client account. Selection of the payment method is performed during the subscriber login process. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7% of the total fees. To view the available balance in your client account, select the Account tab from the navigation bar and select "Client Account Statements" from the Account Maintenance Menu.
· Partnership Name Screen: The name of the limited liability partnership must contain the words "limited liability partnership" or the abbreviations "LLP." A limited partnership that is registering as a limited liability partnership must contain the words "Limited Partnership," or the abbreviations “LP” or "Ltd." followed by the words "limited liability partnership" or the abbreviation “LLP.” For example, "Texas Business, Ltd., LLP." Alternatively, a limited partnership that is registering as a liability limited partnership may comply with the naming requirements by using the words “limited liability limited partnership” or the abbreviation "LLLP." For example, “Texas Business, LLLP.”
· Name Availability: The secretary of state does not review the name of the limited liability partnership, or a change of name of the limited liability partnership, to determine whether the name conforms to the entity name availability rules. For this reason, the web form does not include an optional "Name Availability Search" button. However, if you wish to do a search of the entity name records, you may cancel the filing and return to the Business Organizations Menu by clicking on the Business Organizations tab in the navigation bar. You will be charged $1.00 per name searched.
· Federal Tax Identification Number Screen: If the partnership has obtained a federal employer identification number [FEIN], enter the 9-digit number assigned to the partnership by the Internal Revenue Service (IRS) in the field provided. Enter the number without punctuation; that is, stripped of any hyphens (123456789). If the partnership has not obtained an FEIN at this time, leave the field blank and click on the "Continue" button to move to the next screen.
· Principal Office Address Screen: Enter the street address of the partnership’s principal office in the fields provided. The principal office may be in Texas or elsewhere.
· Purpose Screen: Provide a brief description of the partnership’s business in the space provided. In accordance with section 1.002(5) of the BOC, "business" means a trade, occupation, profession, or other commercial activity.
· Execution Screen: The application for registration must be signed by a majority-in-interest of the partners or by one or more partners authorized by a majority-in-interest of the partners. A "majority-in-interest" means partners owning more than 50% of the current interest in the profits of the partnership owned by all of the partners (BOC § 151.001(4)). In the case of a limited partnership that is registering as a limited liability partnership, the application must be signed by at least one general partner.
A partner signs the electronic document by typing the partner’s name in the field provided. To add additional partner’s signatures, click on the "Add Additional Signature" button to display another entry field. If the partner is a legal entity such as a corporation, a person authorized to execute documents on behalf of such entity must sign the application. In this case, type the name and representative capacity of the person signing on behalf of the entity. For example, Jane Esquire, President of ABC Business Organizers, Inc., General Partner of XYZ Business Services, Limited Partnership, LLP.
Delayed Effective Date: An application for registration becomes effective as of the date of filing by the secretary of state or on a later date specified in the application, which may not be more than ninety (90) days from the date of filing with the secretary of state. Please note that upon the filing of a document with a delayed effective date, the computer records of the secretary of state will be changed to show the filing of the document, the date of the filing, and the future date on which the document will be effective. In addition, at the time of such filing, the status of the entity’s registration will be shown as “in existence” on the records of the secretary of state.
· Document Display Screen: After entry of the signature(s) and delayed effective date, if any, click Continue. An image of the electronic instrument will appear for purposes of your review. This instrument will include all information entered on prior screens as well as any other statements required by law. Please review the document displayed carefully for accuracy. Please note that a person commits an offense under section 4.008 of the BOC if the person signs or directs the filing of a filing instrument the person knows is materially false with the intent that the instrument be delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the person’s intent is to harm or defraud another, in which case the offense is a state jail felony.
· Changes In Partners: A partnership is registered as a limited liability partnership on the date its application is filed by the secretary of state, or on the later date specified in its application. Subsequent changes in the partners of the partnership do not affect the registration. An amendment may be filed to amend the number of partners.
· Term Of Registration: A registration is effective for a term of one year from the date the application is filed by the secretary of state unless revoked, renewed, or voluntarily withdrawn by filing a written withdrawal notice. A partnership may renew a registration by filing an application for renewal prior to the expiration of the term of registration.
· Franchise Taxes: Limited liability partnerships are subject to a state franchise tax. Information on state franchise tax may be obtained from the Comptroller of Public Accounts, Tax Assistance Section, Austin, Texas, 78774-0100, (512) 463-4600 or (800) 252-1381. The Corporations Section home page provides links to the IRS and Texas Comptroller web sites.