INSTRUCTIONS FOR FILING A PERIODIC REPORT

OF A Limited Partnership (Form 804)

Commentary: A limited partnership is required by law to file a periodic report not more than once every four years. The report must be completed and filed with the Office of the Secretary of State to avoid the termination of the certificate of formation of the domestic limited partnership or the revocation of registration of the foreign limited partnership. This form has been promulgated to comply with the provisions of the Texas Business Organizations Code (BOC).

●     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 periodic report.

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.

●     Filing Fees: The filing fee for a periodic report for a limited partnership filed within thirty (30) days of the first notice is $50. If the limited partnership has forfeited its right to conduct affairs for failure to file the periodic report within thirty (30) days of the first notice, the fee is the original $50 plus a late fee of $25 per month or part of a month for one hundred twenty (120) days following the forfeiture. If the report is not filed within the one hundred twenty (120) day period, the certificate of formation of the domestic limited partnership will be terminated or the registration of the foreign limited partnership will be revoked. The limited partnership may be relieved of the termination or revocation by filing the periodic report and paying the applicable filing fee, which totals $225 ($50 filing fee for the report, $100 late fee, and a $75 reinstatement fee). The periodic report also must be accompanied by a tax clearance letter from the Texas Comptroller of Public Accounts stating that the filing entity has satisfied all franchise tax liabilities and may be reinstated. Contact the Comptroller for assistance in complying with franchise tax filing requirements and obtaining the necessary tax clearance letter by email at: [email protected] or by calling (800) 252-1381 or (512) 463-4600.

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. The convenience fee is assessed per credit card transaction.

      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 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.

●         Registered Agent and Office: This screen will be populated with the name of the registered agent and the address of the registered office as currently on file with the secretary of state. In order to change the information, type the new information in the appropriate fields.

The registered agent for a limited partnership can be either (A) a domestic entity or a foreign entity that is registered to do business in Texas; or (B) an individual resident of the state. The limited partnership cannot act as its own registered agent; do not enter the limited partnership name as the name of the registered agent.

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. Although consent is required, a copy of the person’s written or electronic consent need not be submitted with the periodic report. The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names a person as the registered agent of an entity without that person’s consent. (BOC § 5.207)

A copy of the agent’s written or electronic consent does not need to be submitted with the periodic report; however, the limited partnership 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 periodic report 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 periodic report will show selection of a pre-printed statement that indicates that the entity has retained a copy of the consent of registered agent.

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. A post office box is not sufficient as a registered office address unless the registered office is located in a town with a population of less than 5,000.

●         Principal Office Address: The address of the principal office in the United States where records are to be kept or made available must include the street or building address, including apartment or suite number, city, state, zip code, and country.

●        General Partner: Provide the address of each general partner of the limited partnership. Address changes for existing general partners are allowed. Additions or deletions of general partners, or changing the name of an existing general partner requires an amendment to the certificate or registration of the limited partnership.

●     Execution Screen: Each general partner must sign the certificate of limited partnership. If a general partner is a corporation, an officer must sign on behalf of the corporation. 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 Incorporators, Inc. However, before signing, please read the statements on this form carefully. 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. By executing the document, the managerial official is affirming that the person named in the instrument as registered agent has consented to serve in that capacity.

●     Document Display Screen: After completing the entry screens, the system will display an image of the document for purposes of your review. If the document must be corrected, then click on the "Edit Filing" button to return to the entry screens. Please note that the document cannot be edited once it has been submitted.

If you wish to retain a copy of the document you are submitting, use the printer function of your browser to print the screen. After clicking on the "Submit Filing" button, you will receive a message confirming receipt of the filing containing the document number associated with the submitted filing. The filing will be reviewed and will either be accepted or rejected.

To file a periodic report using FAST TRACK:

1.      On the SOSDirect Account Login screen, you will need to provide a SOSDirect User ID and Password. Your User ID is the file number of the limited partnership. Your Password is the first six letters, including spaces, of the limited partnership name (example: Lone Star, L.P.).

2.      You will be prompted to enter or correct data in a series of screens designed to collect the information that must be included in the periodic report.

3.      You will be prompted on the Credit Card Information screen to provide the payment method (MasterCard, Visa, or Discover).

4.      The Terms of Use Agreement is the next screen. Please read and click I Agree. The next screen will display the Entity Name, Filing Number, and Filing Type of Periodic Report, click Continue.

5.      At the end of the data collection, an authorized general partner of the limited partnership must sign the report by typing his or her name in the signature field. After entry of the signature, click Continue. The periodic report will appear for your review. This document will include all information that you inputted on prior screens as well as any other statements required by law. Read the information carefully.

6.      If you need to make changes in the document, click the button at the top of the screen entitled Edit Filing. You will be returned to the entry screens as well as the execution screen to correct the desired information.

7.      When the document is correct in all respects, click the button at the top of the screen entitled Submit Filing.

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

9.      After submitting a filing, you will receive a screen acknowledging submission. It is advisable to print this screen or make note of the document number for the periodic report. The filing is reviewed for either acceptance or rejection. An email will be sent with either the following: (a) Acknowledgment if the filing is accepted; or (b) Rejection Notice that lists what corrections are required. The filer will need to resubmit the rejected filing through SOSDirect with the corrections.

To file a periodic report 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 limited partnership for which you need to file the periodic report 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 limited partnership for which you need to file the periodic report 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 appropriate entity by clicking on the radio button in the column entitled "Mark."

d.      If the limited partnership 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 the appropriate document "Periodic Report" and click Continue.

5.      You will be prompted to enter or correct data in a series of screens designed to collect the information that must be included in the periodic report.

6.      At the end of the data collection, an authorized general partner of the limited partnership must sign the report by typing his or her name in the signature field. After entry of the signature, click Continue. The periodic report will appear for your review. This document will include all information that you inputted on prior screens as well as any other statements required by law. Read the information carefully.

7.      If you need to make changes in the document, click the button at the top of the screen entitled Edit Filing. You will be returned to the entry screens as well as the execution screen to correct the desired information.

8.      When the document is correct in all respects, click the button at the top of the screen entitled Submit Filing.

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

10.  After submitting a filing, you will receive a screen acknowledging submission. It is advisable to print this screen or make note of the document number for the periodic report. The filing is reviewed for either acceptance or rejection. An email will be sent with either the following: (a) Acknowledgment if the filing is accepted; or (b) Rejection Notice that lists what corrections are required. The filer will need to resubmit the rejected filing through SOSDirect with the corrections.