Application For Registration Of A Foreign Limited Liability Partnership {307}

Form 307--General Information (Application for Registration of a Foreign Limited Liability Partnership) The attached form is drafted 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 To transact business in Texas, a foreign limited liability partnership must register with the secretary of state under chapters 9 and 152 of the Texas Business Organizations Code (BOC). The registration requirements of chapter 9 apply to a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in Texas, would require the filing of a certificate of formation with the secretary of state. Also, a foreign entity that affords limited liability to any owner or member under the laws of its jurisdiction of formation is required to register. Failure to Register: A foreign entity may engage in certain limited activities in the state without being required to register (BOC § 9.251). However, a foreign entity that fails to register when required to do so 1) may be enjoined from transacting business in Texas on application by the attorney general, 2) may not maintain an action, suit, or proceeding in a court of this state until registered, and 3) is subject to a civil penalty in an amount equal to all fees and taxes that would have been imposed if the entity had registered when first required. A partner of a foreign limited liability partnership is not liable for a debt or obligation of the partnership solely because the partnership transacted business in this state without registration (BOC § 152.910). Penalty for Late Filing: A foreign entity that has transacted business in the state for more than ninety (90) days is also subject to a late filing fee. The secretary of state may condition the filing of the registration on the payment of a late filing fee that is equal to the registration fee for each year, or part of a year, that the entity transacted business in the state without being registered. 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. A foreign limited partnership that is also a limited liability limited partnership must comply with the registration requirements of chapter 9 of the BOC as a limited partnership in addition to its registration as a limited liability partnership. Form 306 may be used to effect the registration of a foreign limited partnership. Term of Registration: A registration of a foreign limited liability partnership is effective until the first anniversary of the date after the date of registration or a later effective date unless withdrawn or revoked at an earlier time or renewed under section 152.908 of the BOC (BOC § 152.905(e)). Form 307 1 American LegalNet, Inc. www.FormsWorkFlow.com Change in Partners: A registration of a foreign limited liability partnership is not affected by subsequent changes in the number of partners in this state (BOC § 152.905(d)). However, please note that if the foreign limited liability partnership is also registered as a foreign limited partnership, the limited partnership must file an application for amended registration to reflect the admission or withdrawal of a general partner or a change of name to the general partner stated in its application for registration. (Form 412) Instructions for Form Item 1--Entity Name: Provide the full legal name of the foreign entity as stated in the entity's formation or registration document. Do not include a "d/b/a" or assumed name in item 1. The name of the foreign entity must comply with chapter 5 of the BOC. Chapter 5 requires that the name of a foreign limited liability partnership contain a recognized term of organization as listed in sections 5.055 and 5.063 of the BOC. Item 2--Assumed Name: If the entity name fails to contain an appropriate organizational designation for the entity type, a recognized organizational designation should be added to the legal name and set forth in item 2. Accepted organizational designations for a foreign limited liability partnership are "limited liability partnership" or an abbreviation of that phrase. The name of a foreign limited partnership that is a limited liability partnership may contain the words "limited liability limited partnership," an abbreviation of that phrase, or the organization terms permitted by section 5.063 (BOC § 5.055(b)). In addition, the foreign entity is required to file an assumed name certificate in compliance with chapter 71 of the Texas Business & Commerce Code. The promulgated form for filing the assumed name with the secretary of state is Form 503. This form is not acceptable for filing with the county clerk. Item 3--Federal Employer Identification Number: Enter the entity's federal employer identification number (FEIN) in the space provided. The FEIN is a 9-digit number (e.g., 123456789) that is issued by the Internal Revenue Service (IRS). Provision of the partnership's FEIN is required under section 9.007(b)(2) of the BOC. If the entity has not received its FEIN at the time of submission, this should be noted in item 3 on the application form. The partnership may file an amendment to the registration after it receives its FEIN number from the IRS. Item 4--Jurisdictional Information: The application must state the foreign entity's jurisdiction of formation and the date of its initial registration as a limited liability partnership under the laws of its jurisdiction in the format shown in the application. Item 5--Certification of Existence: The application also must contain a statement that the entity exists as a valid foreign limited liability partnership under the laws of the entity's jurisdiction of formation. Item 6--Number of Partners: For purposes of completion of the application, the number of partners means the number of partners in Texas as of t