INSTRUCTIONS FOR FILING A

CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP

(Form 607)

·         Commentary: A Texas or foreign limited partnership that was formed or registered to transact business before January 1, 2006 and that has not filed an early election to adopt the Texas Business Organizations Code continues to be governed by the provisions of the Texas Revised Limited Partnership Act (TRLPA) until January 1, 2010.

A Texas limited partnership governed by the TRLPA is canceled by filing a certificate of cancellation in accordance with section 2.03 of the Act. The cancellation should be filed on the completion of the winding up of the partnership; when there are no limited partners; or if required under the Act.

The registration of a foreign limited partnership governed by the TRLPA is canceled by filing a certificate of cancellation in accordance with section 9.06 of the Act. The cancellation should be filed when the limited partnership ceases to exist in its home jurisdiction or ceases to transact business in Texas.

·         Web Form: 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 change of registered agent or office.

·         Certificate of Account Status: Please note that additional documentation is required in order to complete this filing.  Attach certificate #05-305 from the Comptroller of Public Accounts indicating that all taxes under Title 2 of the Tax Code have been paid and that the limited partnership is in good standing for the purpose of cancellation. A certificate of account status obtained from the Comptroller’s web site or a printout of the Comptroller’s web page does not satisfy the statutory filing requirements and cannot be used to file the articles of dissolution. The appropriate tax certificate must be obtained directly from the Comptroller of Public Accounts.

Requests for certificates or questions on tax status should be directed to the Tax Assistance Section, Comptroller of Public Accounts, Austin, Texas 78774-0100; (512) 463-4600 or toll-free (800) 252-1381.  You also may contact [email protected].

·         Execution:

·         Certificate of cancellation filed on behalf of a Texas limited partnership

If the winding up of the affairs of the limited partnership was undertaken by the general partners, then all general partners participating in the winding up of the limited partnership's affairs must sign the certificate.

If non-partner liquidators undertook the winding up of the affairs of the limited partnership, then the certificate must be signed by all of the non-partner liquidators.

If the limited partners are winding up the affairs, then a majority in interest of the limited partners must sign the certificate.

Certificate of cancellation filed on behalf of a foreign limited partnership

A general partner of the foreign limited partnership must sign the cancellation.

A person is subject to liability under section 2.08 of the Texas Revised Limited Partnership Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing.

·         Fees: The statutory fee for filing a certificate of cancellation for a Texas limited partnership is $40.  The statutory fee for filing a certificate of cancellation for a foreign limited partnership is $15.  Payment of the applicable statutory fee must be submitted. Payments for web filings may be made by credit card or client accounts. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7% of the total fees.

Client accounts must be funded a day in advance of submission of a filing. It is recommended that you use credit card as a payment method unless you have funds in the client account prior to the date of submission of the filing.

·         To file a cancellation using SOSDirect:

1.      Logon and select the Business Organizations Tab.

2.      In the Change Documents frame below Web Filings, input the filing number, if you know it, for the entity for which you need to file the certificate of cancellation and click on File Document.

3.      If you do not know the file number, click on Find Entity.

a.       On the Find Entity Name Search screen, input the name of the entity for which you need to file the certificate of cancellation and click on Search.

b.      The search results will be returned showing the names of the entities that match or are very similar to your search parameter.

c.       Select the entity for which you need to file the cancellation 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.       When the appropriate entity is marked, click on Initiate Change Filing.

4.      After initiating the change filing, the next screen will include a drop down menu of the different types of change filings that may be filed on SOSDirect. If the entity is a Texas limited partnership, select "Cancellation of Certificate of Limited Partnership." If the entity is a foreign limited partnership, select "Cancellation of Registration of Limited Partnership." After selection of the appropriate document, click Continue.

·         Reason Screen: Please state the reason or reasons that the limited partnership is submitting the cancellation.

·         Attachment Screen — Certificate of Account Status: A certificate of cancellation filed on behalf of a limited partnership must be accompanied by a certificate of account status from the Comptroller of Public Accounts indicating that all taxes under Title 2 of the Tax Code have been paid and that the entity is in good standing for the purpose of cancellation. Please note that the Comptroller issues many different types of certificates of account status. Do not attach a certificate or printout obtained from the Comptroller’s web site as this does not meet statutory requirements. You need to attach form #05-305, which is obtained directly from a Comptroller of Public Accounts representative.

Use the browse button to locate the image of the certificate you have stored on your computer. Attachments must be in TIF, TXT, or PDF file format to be accepted.

·         Execution Screen: A person signs the document by entering his/her name in the signature box on this screen. If a signing general partner, non-partner liquidator or limited partner is an entity rather than an individual, an authorized individual for that entity should sign the certificate on behalf of the entity. The authorized individual should sign his/her name in the signature block as well as the capacity in which they are signing (for example, John Doe, President, ABC GP, Inc.

·         Delayed Effective Date: The cancellation becomes effective when filed by the Secretary of State unless the entity specifies a delayed effective date on the Execution Screen. If a delayed effective date is desired, enter the delayed effective date in the box provided in the format specified. The date may not be more than ninety (90) days from the date you are submitting the document.

If a delayed effective date is selected, please ensure that the tax certificate attached is valid through the delayed effective date.

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 “cancelled” on the records of the secretary of state and the entity name will be shown in an inactive status.

·         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 your review. This instrument will include all information entered on prior screens as well as any other statements required by law. Read the information carefully. Make sure that you selected the correct entity for the cancellation and that the person signing has the capacity to sign the document.

·         If you need to make changes in the document, click the Edit Filing button at the top of the screen. Please note that secretary of state personnel cannot edit a submitted electronic document. Do not use the back button of your web browser for this purpose. You will be returned to all entry screens as well as the execution screen to correct the desired information.

·         When the document is correct in all respects, click the Submit Filing button at the top of the screen. If you wish to retain a copy of the displayed document image for your records, you may use the print function on your web browser.

·         The filing may be cancelled at any time prior to submitting by clicking on Cancel Filing.

·         After clicking on the Submit Filing button, 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.