Form 407--General Information (Amendment to Registration for 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 This form has been promulgated to comply with the provisions of the Texas Business Organizations Code (BOC) as well as prior law regarding amendments to registration of foreign limited liability partnerships filed with the secretary of state. There are few differences in the filing of the amendment to a foreign limited liability partnership registration under prior law and under the BOC. Consequently, instructions for the form only make statutory references to the BOC. Section 152.912 of the BOC provides for amendment to the application for registration of a foreign limited liability partnership. The registration is not affected by and does not need to be amended to reflect subsequent changes in the partners of the partnership. However, an amendment should be filed to disclose additional partners transacting business in Texas or to evidence a change of name of the partnership. Instructions for Form
Entity Information: The amendment to registration must contain the legal name of the partnership, its federal employer identification number, an identification of the document being amended, and a reference to the date the document being amended was filed. It is recommended that the date the original application for registration and the file number assigned by the secretary of state be provided to facilitate processing of the document. Amendments to Application: Complete section A to effect a change to the legal name of the partnership as amended in its jurisdiction of formation. Complete section B to add a federal employer identification number or to change that number. Complete section C to change the principal office address. Complete section D to change the registered agent and/or the address of the registered office. Complete section E to effect a change in the business or activity stated in its original application for registration or any amended or renewed registrations. Complete section F to effect an increase in the number of partners stated on the original application or any amended or renewed registrations. The term "partners" refers to general partners only in a limited partnership registering as a foreign limited liability partnership (BOC § 153.352). The filing fee will be calculated by multiplying the increase in the number of partners enumerated in the amendment to registration by $200 per partner, but not to exceed $750.
Other Changes to the Registration: Complete this section to make changes to the application for registration or to the document being amended, other than changes specified in sections A through F.
Effectiveness of Filing : An amendment to registration becomes effective when filed by the secretary of state ( ption A). However, pursuant to sections 4.052 and 4.053 of the BOC the o 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 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.
Execution: Pursuant to section 152.912 of the BOC, the amendment to registration must be signed by a majority-in-interest of the partners or one or more partners authorized by a majority-in-interest of the partners. The amendment to 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 an amendment to registration is $10, plus $200 for each partner added by the amendment but not to exceed $750. Fees may be paid by personal checks, money orders, LegalEase debit cards, or MasterCard, Visa, and Discover 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.
Form 407 (Revised 01/06) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: See instructions
This space reserved for office use.
Amendment to Registration of a Foreign Limited Liability Partnership
The name of the partnership is:
State the name of the entity as currently shown in the records of the secretary of state.
The federal employer identification number of the partnership is:
The application for registration was issued to the partnership on:
The file number issued to the partnership by the secretary of state is:
The document being amended is:
The document being amended was filed with the secretary of state on:
Amendments to Application
A. The application for registration is amended to change the legal name of the entity as amended in the entity's jurisdiction of formation. The new name is: The name of the entity as amended does not contain the phrase "limited liability partnership" or an abbreviation thereof. The name of the entity with the word or abbreviation that it elects to add for use in Texas is:
The application for registration is amended to add or change the federal employer identification
The new number is:
C. The application for registration is amended to change the principal office address. The new address is:
Address City State Zip Code
D. The application for registration is amended to change the registered agent or registered office as indicated below.
Registered Agent Change
The new registered agent is an organization
(cannot be entity named above)
by the name of:
The new registered agent is an individual resident of the state whose name is:
First Name M.I. Last Name Suffix
Registered Office Change
The business address of the registered agent and the registered office address is changed to: TX
Street Address (No P.O. Box) City State Zip Code
The street address of the registered office as stated in this instrument is the same as the registered agent's business address. E. The application for registration is amended to change the business or activity stated in its application for registration. The business or activity that the entity proposes to pursue in this state is:
F. The application for registration is amended to increase the number of partners in Texas as stated in its application for registration or any amendments. This amendment increases the number of partners by: As a result, the total number of partners in Texas is:
Other Changes to the Application for Registration
The foreign limited liability partnership desires to amend its registration to make changes other than or in addition to those stated above. Statements contained in the original document to be amended are identified by number or description and changed to read as follows:
Effectiveness of Filing (Select either A or B.)
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:
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
Signature of a majority-in-interest of the partners or one or more of the partners authorized by a majority-in-interest