Periodic Report Of A Limited Partnership {804}

Form 804--General Information (Periodic Report ­ Limited 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 A limited partnership is required by Section 153.301 of the Texas Business Organizations Code (BOC) to file a periodic report that lists the names and addresses of each general partner of the limited partnership. The Office of the Secretary of State may require a domestic limited partnership or a foreign limited partnership registered to transact business in this state to file a periodic report not more than once every four years. The failure to file the report when due will result, after notice, in the termination of the certificate of formation of the domestic limited partnership or the revocation of registration of the foreign limited partnership. Please note that a document on file with the Secretary of State is a public record that is subject to public access and disclosure. When providing address information for a general partner, use a business or post office box address rather than a residence address if privacy concerns are an issue. Instructions for Form File Number: It is recommended that the file number assigned by the Secretary of State be provided to facilitate processing of the document. 1--Limited Partnership Name: Provide the legal name of the limited partnership. Changes to the name of the limited partnership require an amendment to the certificate or registration of the limited partnership. See Additional Documentation instructions below. 2--Jurisdictional Information: Provide the state or other jurisdiction under the laws of which the limited partnership is formed. 3--Registered Agent: The registered agent can be either: (option A) a domestic entity or a foreign entity that is registered to do business in Texas; or (option B) an individual resident of the state. The limited partnership cannot act as its own registered agent; do not enter the entity name as the name of the registered agent. Consent: 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) 4--Registered Office Address: 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, the registered office may not be solely a mailbox service or telephone answering service. (BOC § 5.201) 5--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. Form 804 Page 1 of 5 American LegalNet, Inc. www.FormsWorkFlow.com  6--General Partner: Provide the name and address of each general partner on record with the Secretary of State for the limited partnership. If the space provided is insufficient, include the information as an attachment to this form for item 6. Address changes for existing general partners are allowed. Additions or deletions of general partners, or changing the name of an existing general partner require an amendment to the certificate or registration of the limited partnership. See Additional Documentation instructions below. Execution: Pursuant to Section 153.302(3) of the BOC, the periodic report must be signed by at least one general partner. 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 periodic report. For example: Jane Esquire, President of ABC Incorporators, Inc. In this case, please print the entity name on the "Signed on behalf of the limited partnership" line, followed by the signature of an officer on the "By (general partner)" line. If the general partner is an individual, please print the individual's name on the "Signed on behalf of the limited partnership" line, followed by the individual's signature on the "By (general partner)" line. The periodic report need not be notarized; however, before signing, please read the statements on this form carefully. The designation or appointment of a person as registered agent by an organizer or managerial official is an affirmation by the organizer or managerial official that the person named in the instrument as registered agent has consented to serve in that capacity. (BOC § 5.2011) A person commits an offense under Section 4.008 of the BOC if the person signs or directs the filing of a filing instrument that the person knows is materially false with 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. Filing Fees: The filing fee for a periodic report for a limited partnership 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 notification, 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 (maximum late fee $100). Additional Documentation: Name Change (optional): To change the name of the limited partnership at the same time of filing the required periodic report, an amendment (Form 424 or 412, as appropriate) and filing fee of $150 and Form 804 and filing fee (as stated in Filing Fees), must be submitted at the same time to the Reports Unit for filing. General Partner Change: To add, delete, or change the name of an existing general partner at the same time of filing the required periodic report, an amendment (Form 424 or 412, as appropriate) and filing fee of $150 and Form 804 and filing fee (as st