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Registration Of A Limited Liability Partnership 701 - Texas
| Registration Of A Limited Liability Partnership Form. This is a Texas form and can be used in Limited Liability Partnership Secretary Of State . |
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Form 701--General Information (Registration of a Limited Liability Partnership) The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist. Commentary In accordance with title 4, chapter 152, subchapter J of the Texas Business Organizations Code (BOC), a general or limited partnership may register with the secretary of state as a "limited liability partnership." The application for registration as a limited liability partnership does not create a partnership, either general or limited. The creation of a limited partnership requires the filing of a certificate of formation (Form 207) with the secretary of state. A general partner's liability in a limited liability partnership differs from that in an ordinary partnership. In general, a general partner in a limited liability partnership is not individually liable for any obligation of the partnership incurred while the partnership is a limited liability partnership. Term of Registration: The registration of a partnership as a limited liability partnership is effective until the first anniversary of the date of registration or the later effective date specified in the application, unless the application is withdrawn or revoked at an earlier time or renewed before expiration. The secretary of state is not required to send renewal notices to limited liability partnerships. Failure of the secretary of state to send a notice or failure of a registrant to receive a notice does not extend the term of registration. Taxes: Limited liability partnerships are subject to a state franchise tax. Contact the Texas Comptroller of Public Accounts, Tax Assistance Section, Austin, Texas, 78774-0100, (512) 463-4600 or (800) 2521381 for franchise tax information. For information relating to federal employer identification numbers, federal income tax filing requirements, tax publications and forms call (800) 829-3676 or visit the Internal Revenue Service web site at www.irs.gov. Instructions for Form Item 1--Entity Name: Set forth the name of the partnership. The name must include the phrase "limited liability partnership" or an abbreviation of that phrase. If the partnership is a limited partnership, then the name must comply with the requirements of BOC section 5.055(a), and also must contain the phrase "limited liability partnership" or "limited liability limited partnership" or an abbreviation of one of those phrases. In processing a limited liability partnership registration, the secretary of state does not review the name of the partnership, or a change of name of the partnership, to determine whether the name conforms to the entity name availability rules. Item 2--FEIN: Enter the partnership's federal employer identification number (FEIN) in the space provided. The FEIN is a 9-digit number (e.g., 12-3456789) that is issued by the Internal Revenue Service (IRS). If the partnership has not obtained a FEIN at this time, check the appropriate statement and leave the field blank. The partnership may file an amendment to the registration after it receives its FEIN number from the IRS. Item 3--Number of Partners: Provide the number of general partners in the partnership in item 3. (For purposes of completing the registration, ยง 153.352 of the BOC provides that the term "partners" refers to general partners only and does not include the limited partners in a limited partnership.) All general partnerships must have two or more general partners. The secretary of state will not accept a 1 American LegalNet, Inc. www.FormsWorkFlow.com Form 701 registration on behalf of a general partnership that lists the number of partners as one. A limited partnership must have one or more general partners and one or more limited partners. The filing fee will be calculated by multiplying the number of partners listed in item 3 by $200 per partner. Item 4--Principal Office: Set forth the street or mailing address of the principal office of the partnership. The address may be inside or outside of Texas as applicable. Item 5--Statement of Partnership's Business: Set forth a brief statement of the partnership's business. The business or activity to be pursued in Texas may be stated to be "any lawful business or activity under the law of this state." Effectiveness of Filing: The registration of a limited liability partnership becomes effective as of the date of filing by the secretary of state (option A). However, pursuant to sections 4.052, 4.053 and 152.802 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 (option B). 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's registration will be shown as "in existence" on the records of the secretary of state. Execution: For a general partnership, the 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. For a limited partnership, any general partner may sign. The registration need not be notarized. 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. Payment and Delivery Instructions: The filing fee for registration is $200 per general partner. To calculate the filing fee multiply the number of partners stated in the registration by $200. Fees may be paid by personal checks, money orders, LegalEase debit cards, or American Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the t
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