- Commentary: The Texas Business
Organizations Code (BOC) governs the formation of a limited partnership in Texas.
A limited partnership [hereinafter LP] is defined by the BOC as a partnership that
has one or more general partners and one or more limited partners. The term includes
a limited partnership that is registered as a limited liability limited partnership.
Partners may be individuals, corporations, and any other type of legal entity. One
person may not form a limited partnership by showing only himself or herself as
both limited and general partner. The BOC provides that in order to form a limited
partnership, the partners must enter into a partnership agreement and file the certificate
of formation with the secretary of state.
- 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 certificate of formation.
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.
- Fee: The statutory
fee of $750 must be submitted (BOC � 4.155). 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.
- Entity Name and Type Screen:
The LP name must contain one of the following words of organization or an abbreviation
thereof: �Limited Partnership� or �Limited.� If the LP is going to be registering
as a limited liability partnership, the name may contain the phrase �limited liability
limited partnership� or �limited liability partnership� or an abbreviation of one
of those phrases. After entering a name, you may wish to conduct a preliminary search
of the name by clicking on the "Name Availability Search" button.
- Name Availability Search
Option: Under section 5.053 of the BOC and the administrative rules adopted
by the secretary of state, if the name chosen is the same as, deceptively similar
to, or similar to the name of any existing domestic or foreign filing entity, or
any name reservation or registration filed with the secretary of state, the document
cannot be filed. The administrative rules adopted for determining entity name availability
(Texas Administrative Code, title 1, part 4, chapter 79, subchapter C) may be viewed
at the secretary of state web site by clicking on the Texas Register icon.
Do not presume that the name searched is "available" and will be approved
for filing. Even if you believe the results do not reveal
the same or deceptively similar name in use, the Office of the Secretary of State
must still perform its own search after receipt of the document. A final
determination regarding the entity name is not made until an examiner's review and
filing of the document. You are strongly urged not to make financial expenditures
or regulatory filings based upon the results of your search.
If you wish our office to provide a preliminary determination on the availability
of the proposed name before submission, you may do so by telephone at (512) 463-5555,
by dialing 7-1-1 for relay services, or by e-mail to
[email protected]. This is
only a preliminary clearance. Also note that the preclearance of
a name or the issuance of a certificate under a name does not authorize the use
of a name in violation of another person's rights to the name.
- Principal Office Screen:
The BOC requires the certificate of formation to provide the address of the
partnership�s principal office. A domestic LP is required to keep and maintain certain
records (BOC � 153.551) in its principal office in the United States or make them
available in that office within five (5) days after the date of receipt of a written
request of a partner of the partnership or of an assignee of a partnership interest.
Enter the address information in the specified fields.
- Registered Agent And Registered
Office Screen: The registered agent can be either: (1) a Texas corporation
or other entity such as a limited liability company, limited partnership, partnership,
or other legal entity organized under the laws of this state, or a foreign corporation
or other foreign entity authorized to transact business in this state; or (2) an
individual resident of the state.
The LP cannot act as its own registered agent; do not enter the LP name as the name
of the registered agent.
Registered Office Address Requirements: The registered office address must be located at a street
address where service of process may be personally served on the entity�s registered
agent during normal business hours. Although the registered office is not required
to be the entity�s principal place of business in Texas, the registered office may
not be solely a mailbox service or telephone answering service (BOC � 5.201). The
registered office address must be an address that is generally open during normal
business hours so that the registered agent may accept service of process.
- Consent of Registered Agent
Option: Effective January 1, 2010,
a person designated as
the registered agent of an entity must have consented, either in a written or electronic
form, to serve as the registered agent of the entity.
The designation or appointment of a person as the registered agent by an organizer
or managerial official is an affirmation by the organizer or official that the person
named in the instrument has consented to serve as registered agent.
(BOC � 5.2011, effective January 1, 2010)
A copy of the agent�s written or electronic
consent does not need to be submitted with the certificate of formation; however,
the organizer is provided with the option of including a copy of the agent�s written
or electronic consent as part of the certificate of formation filing.
- The radio button on the screen is
preset to an option that permits the user to continue with the filing without attaching
a copy of the registered agent�s consent. When this option
is marked, the certificate of formation will show selection of a pre-printed statement
that indicates that the entity has retained a copy of the consent of registered
agent.
- Select the radio button �Consent
Attached� to include a copy of the person�s consent to serve as the entity�s registered
agent.
- If you selected the option �Consent
Attached,� the next screen will be the Consent attachment screen. The copy of the
agent�s consent would be attached as an electronic file; the attachment must be
in TIF, TXT, or PDF file format to be accepted.
- If you decide not to include the
consent of the registered agent and do not wish to provide an attachment, click
Continue to proceed to the next screen. If you proceed to the next screen without providing an attachment,
the certificate of formation will show selection of a pre-printed statement that
indicates that the entity has retained a copy of the consent of registered agent.
- General Partner Screen:
A minimum of one general partner is required. A partner may be a natural person,
or an organized entity, such as a corporation or limited liability company, or other
legal person. If the partnership is to engage in a regulated activity, you may wish
to contact the regulatory authority to determine whether the partners need to meet
other requirements.
Click on "Add General Partner" to initiate the entry of general partner
name and address information. After entering the information, click on "Update"
to return to the Partner Screen to continue. You may edit or delete the general
partner information displayed in the grid by clicking on the appropriate button.
�
Supplemental Provisions and Attachments Screen: Additional
space has been provided for the entry of additional text to an article within this
form or to provide for additional articles to contain optional provisions. You may
enter the additional text in the space provided for "Supplemental Provisions/Information"
or you may attach the additional provisions by following the instructions for attaching
an electronic file or files as part of the submitted document. If a letter of consent
for the use of a similar name has been required, then the letter of consent must
be sent as an attachment to the document being submitted. Attachments must be in
TIF, TXT, or PDF file format to be accepted.
Reminder
A document filed with the Secretary
of State is a public record. The document, and the information provided in the document,
will be available online through SOSDirect for public viewing. Do not include confidential
information, such as social security numbers, within the supplemental provisions
section or in an electronic attachment.
- Execution
Screen: Each general partner must sign the certificate of formation. A
general partner signs the electronic document by typing the general partner's name
in the field provided. If the general partner is a legal entity such as a corporation,
a person authorized to execute documents on behalf of such entity must sign the
certificate of limited partnership. 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. If there is more than one general partner,
click the "Add Additional Signature" button to display an additional signature
field.
- Delayed Effective Date:
A certificate of formation becomes effective when filed by the secretary of
state. However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness
of the instrument may be delayed to a date not more than ninety (90) days from the
date the instrument is signed. Please note that on 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 will be shown as �in existence� on the records of the secretary
of state.
- Document Display Screen:
After completing the entry screens, the system will display an image of the
document for purposes of your review. Please review the document 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.
- Edit Filing: If
the document must be corrected, click on the "Edit
Filing" button to return to the entry screens.
Do not use the back button to return to prior screens; using the back button will not update or revise the information
contained in the filing. If you wish to retain a copy of the
document you are submitting, use the printer function of your browser to print the
screen.
- Cancel Filing:
Click on the �Cancel Filing� button to terminate
the electronic filing process.
- Submit Filing:
You must click on the "Submit Filing"
button to transmit the document. You will receive a message confirming receipt of
the filing that contains the session ID and the document tracking number of the
document transmitted. You may wish to attach this receipt notice to your retained
copy.
- Franchise Taxes:
Limited 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.
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