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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.
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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.
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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 corpinfo@sos.state.tx.us.
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.
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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.
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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.
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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.”
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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.
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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.
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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.
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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.
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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.
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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
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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.
Please note that you cannot edit the document to correct the number of partners in the partnership.
If the error to be corrected involves the number of partners in the partnership, you must cancel the filing and initiate a new 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.
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Cancel Filing:
Click on the “Cancel Filing” button to terminate the electronic filing process.
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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.
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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.
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Term Of Registration:
Senate Bill 859, effective January 1, 2016, amended subchapter J of chapter 152 of the BOC to eliminate the annual renewal requirement and make the registration of a Texas limited liability partnership effective until it is voluntarily withdrawn by the partnership or involuntarily terminated by the secretary of state.
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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.
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Annual Report:
Although an annual renewal is no longer required to maintain a limited liability partnership registration, Senate Bill 859 amended subchapter J of chapter 152 to impose an annual reporting requirement on Texas limited liability partnerships. Effective January 1, 2016, a partnership that registers as a limited liability partnership must file an annual report with the secretary of state no later than June 1 of each year following the calendar year in which the application for registration takes effect. No later than March 31 of each year, the secretary of state will notify each partnership with an effective registration as of December 31 of the preceding year of the need to file the annual report and applicable fee. Failure to file the annual report may result in the termination of the partnership’s registration as a limited liability partnership.
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