INSTRUCTIONS FOR FILING A

CERTIFICATE OF FORMATION FOR A LIMITED PARTNERSHIP

(Form 207)

 

  • 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 corpinfo@sos.state.tx.us. 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.