Certificate Of Formation-Limited Partnership
Certificate Of Formation-Limited Partnership Form. This is a Texas form and can be use in Limited Partnership Secretary Of State.
Tags: Certificate Of Formation-Limited Partnership, 207, Texas Secretary Of State, Limited Partnership
Form 207—General Information (Certificate of Formation—Limited 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 A limited partnership (hereinafter LP) is governed by title 4, chapters 151 and 153 of the Texas Business Organizations Code (BOC). Title 1, chapter 3, subchapter A of the BOC governs the formation of an LP and sets forth the provisions required or permitted to be contained in the certificate of formation. An association of two or more persons to carry on a business for profit creates a partnership unless the association or organization is created under a statute other than title 4 of the BOC. A limited partnership is a partnership with limited partners that do not have the obligations or duties of general partners solely by reason of being limited partners. To form a limited partnership, the partners must enter into a partnership agreement and file a certificate of formation with the secretary of state. In a limited partnership, there will be one or more general partners and one or more limited partners. Partners may be individuals, partnerships, corporations, and any other type of legal entity. Taxes: Limited 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) 252-1381 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 Article 1—Entity Name and Type: Provide a partnership name and organizational designation. Under section 5.053 of the BOC, if the name chosen is the same as, deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any name reservation or registration filed with the secretary of state, the document cannot be filed. The administrative rules adopted for determining entity name availability (Texas Administrative Code, title 1, part 4, chapter 79, subchapter C) may be viewed at www.sos.state.tx.us/tac/index.shtml. If you wish the secretary of state to provide a preliminary determination on name availability, you may call (512) 463-5555, dial 7-1-1 for relay services, or e-mail your name inquiry to firstname.lastname@example.org. A final determination cannot be made until the document is received and processed by the secretary of state. Do not make financial expenditures or execute documents based on a preliminary clearance. Also note that the preclearance of a name or the issuance of a certificate of formation under a name does not authorize the use of a name in violation of another person’s rights to the name. Article 2—Registered Agent and Registered Office: 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 limited partnership name as the name of the registered agent. Consent: 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 Form 207 1 American LegalNet, Inc. www.FormsWorkFlow.com submitted with the certificate of formation. 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) Office Address Requirements: 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). Article 3—Governing Authority: The certificate of formation must state the name and address of each general partner in the space provided. A minimum of one general partner is required. If the general partner is an individual, set forth the name of the individual in the format specified. Do not use prefixes (e.g., Mr., Mrs., Ms.). Use the suffix box only for titles of lineage (e.g., Jr., Sr., III) and not for other suffixes or titles (e.g., M.D., Ph.D.). If the general partner is an organization, set forth the legal name of the organization. For each governing person, only one name should be entered. Do not include both the name of an individual and the name of an organization. An address is always required for each general partner. 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. Article 4—Principal Office: The certificate of formation must include the address of the principal office of the partnership in the United States where records are to be kept or made available in accordance with section 153.551 of the BOC. Set forth the principal office in article 4. Supplemental Provisions/Information: Additional space has been provided for additional text to an article within this form or to provide for additional articles to contain optional provisions. Effectiveness of Filing: A certificate of formation becomes effective when filed by the secretary of state (option A). However, pursuant to sections 4.052 and 4.053 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). The effectiveness of the instrument also may be delayed on the occurrence of a future event or fact, other than the passage of time (option C). If option C is selected, you must state the manner in which the event or fact will cause the instrument to take effect and the date of the 90th day after the date the instrument is signed. In order for the certificate to take effect under option C, the entity must, within ninety (90) days of the filing of the certificate, file a statement with the secretary of state regarding the event or fact pursuant to section 4.055 of the BOC. On the filing of a document with a delayed effective date or condition, 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 or evidence that the effectiveness was conditioned on the occurrence of a future event or fact. In addition, at the time of such filing, the status of the entity will be shown as “in existence” on the records of the secretary of state. Execution: Each general partner must sign the certificate of formation, but it does not need to be notarized. However, before signing, please read the statements on this form carefully. The designation or appointment of a person as registered agent by a managerial official or organizer is an Form 207 2 American LegalNet, Inc. www.FormsWorkFlow.com affirmation that the person named in the certificate of formation has consented to serve in that capacity. (BOC § 5.2011, effective January 1, 2010) 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 a certificate of formation for an LP is $750. 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 total fees. Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax, credit card information must accompany the transmission (Form 807). On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a filestamped copy of the document, if a duplicate copy was provided as instructed. FYI: An LP is required to maintain a registered agent and a registered office address in Texas. If the registered agent or registered office address changes, it is important to file a statement with the secretary of state to effect a change to the certificate of formation. Failure to maintain a registered agent and registered office may result in the involuntary termination of the LP. Sections 153.301 through 153.312 of the BOC authorize the secretary of state to require domestic and foreign limited partnerships to file a report not more than once every four (4) years. The report includes information on the LP’s registered agent and office, principal office, and the names and addresses of the general partners of the partnership. A notice that the report is due will be sent by the secretary of state to the partnership and will be mailed to the registered office address. Failure to file the report within the time period specified by the secretary of state will result in the involuntary termination of the LP. Revised 05/11 Form 207 3 American LegalNet, Inc. www.FormsWorkFlow.com This space reserved for office use. Form 207 (Revised 05/11) Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Certificate of Formation Limited Partnership Filing Fee: $750 Article 1 – Entity Name and Type The filing entity being formed is a limited partnership. The name of the entity is: The name must contain the words “limited,” “limited partnership,” or an abbreviation of that word or phrase. The name of a limited partnership that is also a limited liability partnership must also contain the phrase “limited liability partnership” or “limited liability limited partnership” or an abbreviation of one of those phrases. Article 2 – Registered Agent and Registered Office (Select and complete either A or B and complete C) A. The initial registered agent is an organization (cannot be entity named above) by the name of: OR B. The initial registered agent is an individual resident of the state whose name is set forth below: First Name M.I. Last Name Suffix C. The business address of the registered agent and the registered office address is: TX Street Address City State Zip Code Article 3—Governing Authority (Provide the name and address of each general partner.) The name and address of each general partner are set forth below: GENERAL PARTNER 1 NAME (Enter the name of either an individual or an organization, but not both.) IF INDIVIDUAL First Name OR M.I. Last Name Suffix IF ORGANIZATION Organization Name ADDRESS Street or Mailing Address Form 207 City State Country Zip Code 4 American LegalNet, Inc. www.FormsWorkFlow.com GENERAL PARTNER 2 NAME (Enter the name of either an individual or an organization, but not both.) IF INDIVIDUAL First Name OR M.I. Last Name Suffix IF ORGANIZATION Organization Name ADDRESS Street or Mailing Address City State Country Zip Code GENERAL PARTNER 3 NAME (Enter the name of either an individual or an organization, but not both.) IF INDIVIDUAL First Name OR M.I. Last Name Suffix IF ORGANIZATION Organization Name ADDRESS Street or Mailing Address City State Country Zip Code Article 4—Principal Office The address of the principal office of the limited partnership in the United States where records are to be kept or made available under section 153.551 of the Texas Business Organizations Code is: USA Street or Mailing Address City State Country Zip Code Supplemental Provisions/Information Text Area: [The attached addendum, if any, is incorporated herein by reference.] Effectiveness of Filing (Select either A, B, or C.) A. This document becomes effective when the document is filed by the secretary of state. B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: Form 207 5 American LegalNet, Inc. www.FormsWorkFlow.com C. This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is: The following event or fact will cause the document to take effect in the manner described below: Execution The undersigned general partner affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument. Date: Signature for each general partner: Form 207 6 American LegalNet, Inc. www.FormsWorkFlow.com