INSTRUCTIONS FOR FILING A WITHDRAWAL OF REGISTRATION OF A FOREIGN LIMITED LIABILITY PARTNERSHIP
∑ Commentary: A foreign limited liability partnership that is registered to do business on or after January 1, 2006, under the provisions of the Texas Business Organizations Code (BOC) or that renewed its registration after January 1, 2006, effects a withdrawal under section 152.906 of the BOC.
The filing of a notice of withdrawal terminates the status of the partnership as a foreign limited liability partnership as of the date of the filing or as of a later effective date, which may be specified in the notice. The later effective date may not be later than ninety (90) days from the date of filing with the secretary of state and no later than the term of the registration.
If the partnership is a limited partnership that has also filed an application for registration with the secretary of state, a separate filing must be submitted to cancel or withdraw the registration of the foreign limited partnership.
∑ 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 withdrawal.
As set forth below, certain statutorily required provisions have been drafted into the electronic document as pre-printed statements. Consequently, please review the name of the entity and the contents of the document carefully for accuracy prior to submission. The Texas Business Organizations Code provides that a person commits an offense 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. The offense is a Class A misdemeanor unless the personís intent is to harm or defraud another, in which case the offense is a state jail felony.
Money Due to the State: The certificate of withdrawal states that any money due or accrued to the state has been paid or that adequate provision has been made for the payment of the money.
∑ 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 partnership is in good standing for the purpose of withdrawal. A certificate of account status obtained from the Comptrollerís web site or a printout of the Comptrollerís web page does not satisfy the statutory filing requirements and cannot be used to file the withdrawal. 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@example.com.
∑ Execution: A withdrawal must be signed by a majority-in-interest of the partners of the foreign limited liability partnership or by one or more partners authorized by a majority-in-interest of the partners.
∑ Fee: The statutory fee of $15 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 the 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 withdrawal 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 withdrawal of registration 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 withdrawal 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 withdrawal of registration 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. Select ďCertificate of Withdrawal." After selection of the appropriate document, click Continue.
∑ Principal Office Address Screen: Provide the street or mailing address of the partnershipís principal office. After completion of your entry, press Continue to proceed.
∑ Service of Process Address Screen: On this screen, you must input the address to which the Secretary of State should forward any service of process. If service of process should be directed to the attention of an individual at the forwarding address, you should enter the name of the individual in the first address field. After completion of your entry, press Continue to proceed.
∑ Attachment Screen ó Certificate of Account Status: A certificate of withdrawal 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 partnership is in good standing for the purpose of withdrawal. Please note that the Comptroller issues many different types of certificates of account status. Do not attach a certificate or printout obtained from the Comptrollerís 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 withdrawal must be signed by a majority-in-interest of the partners of the foreign limited liability partnership or by one or more partners authorized by a majority-in-interest of the partners.
If the partner is a corporation or other legal entity, the document must be signed by an officer or authorized representative of such entity. Please provide the name of the person signing, the personís title, and, if applicable, the personís capacity. For example, John Doe, President of ABC Company, Partner. Typing the name in the execution field satisfies the signature requirement.
∑ Delayed Effective Date: The withdrawal 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. Nor can that date exceed the period of registration.
∑ Document Display Screen: After entry of the signature(s) and delayed effective date, if any, click Continue. An image of the electronic document will appear for purposes of your review. This electronic document will include all information entered on prior screens, the federal employer identification number if previously provided to the secretary of state, the effective date of registration of the last registration as well as any other statements required by law. Read the information carefully. Make sure that you selected the correct entity for withdrawal and that the person signing has the capacity to sign the document.
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 personís intent is to harm or defraud another, in which case the offense is a state jail felony.