Form 607--General Information (Certificate of Cancellation of a Domestic or Foreign 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 In accordance with section 8.01 of the Texas Revised Limited Partnership Act (TRLPA), a domestic limited partnership is dissolved when the events specified in the partnership agreement to cause the dissolution of the partnership occur; when all partners sign a written consent to dissolve; when a general partner withdraws (unless there is an agreement to continue the business of the partnership as provided by section 8.03); or when there is an entry of decree of dissolution by judicial order. A partnership must file a certificate of cancellation with the secretary of state pursuant to section 2.03 of the TRLPA when there are no limited partners, or after dissolution has occurred and the winding up of the affairs of the partnership has been completed. Pursuant to section 9.06 of the TRLPA, a foreign limited partnership that has either dissolved in its jurisdiction of formation or that has ceased to transact business in Texas must file a certificate of cancellation in accordance with section 2.03 of the TRLPA in order to cancel its registration to transact business. Instructions for Form Entity Information: The certificate of cancellation must contain the legal name of the limited partnership and the date of the filing of its certificate of limited partnership or application for registration with the secretary of state. It is recommended that the jurisdiction of formation of the limited partnership and file number assigned by the secretary of state be provided to facilitate processing of the instrument. Reason for Cancellation: The partnership must state the reason for filing the certificate of cancellation in the space provided. (See commentary for additional information on the reasons for cancellation.) Effectiveness of Filing: A certificate of cancellation becomes effective when filed by the secretary of state (option A). However, pursuant to sections 2.03 and 2.12 of the TRLPA, 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 instrument, file a statement with the secretary of state regarding the event or fact pursuant to section 2.12A(1)(b) of the TRLPA. 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 filing entity will be shown as "cancelled" on the records of the secretary of state.
Execution: Pursuant to section 2.04(a)(3) of the TRLPA, a certificate of cancellation must be executed in the manner set forth below. Texas Limited Partnership. A certificate of cancellation filed on behalf of a Texas limited partnership must be signed by all general partners participating in the winding up of the limited partnership's affairs. If there are no general partners winding up the affairs of the partnership, the certificate must be signed by all non-partner liquidators, unless the limited partners are winding up the affairs of the partnership. If the limited partners are winding up the affairs of the partnership, a majority in interest of the limited partners must sign the certificate. Foreign Limited Partnership. A general partner must sign a certificate to cancel the registration of a foreign limited partnership. The certificate of cancellation need not be notarized. However, before signing, please read the statements on the form carefully. Pursuant to section 2.04(c) of the TRLPA, the execution of a certificate by a general partner constitutes an oath or affirmation, under penalties of perjury, that, to the best of the executing party's knowledge and belief, the facts stated in the certificate are true. Payment and Delivery Instructions: The filing fee for a certificate of cancellation filed on behalf of a Texas limited partnership is $40. The filing fee for a certificate filed on behalf of a foreign limited partnership is $15. 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 appropriate 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 file-stamped copy of the document, if a duplicate copy was provided as instructed.
Return in duplicate to:
Secretary of State
P.O. Box 13697 Austin, TX 78711-3697
FAX: 512/463-5709 Filing Fee: See instructions
This space reserved for office use.
Certificate of Cancellation of a Domestic or Foreign Limited Partnership
The name of the partnership is: The partnership was formed under the laws of:
State or territory
The date of filing of its certificate of limited partnership or its registration is:
The file number issued to the partnership by the secretary of state is:
Reason for Cancellation
The reason or reasons for filing the certificate of cancellation are set forth below:
Effectiveness of Filing (Select either A, B, or C.)
A. This document becomes effective when filed by the secretary of state. This document becomes effective at a later date, which is not more than ninety (90) days from the B. date of signing. The delayed effective date is: C. This document takes effect upon the occurrence of a 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:
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. Date:
Signature and title of authorized person(s) See instructions. Form 607 3