Form 609--General Information
(Certificate of Withdrawal of Registration of a Foreign Limited Liability 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 foreign limited liability partnership that has ceased to transact business in the state may voluntarily withdraw its application for registration pursuant to section 152.906 of the Texas Business Organizations Code (BOC). Instructions for Form
Items 1--6: Entity Information: The voluntary withdrawal of registration must contain the legal name of the foreign limited liability partnership, the jurisdiction of formation, the federal employer identification number, the date of effectiveness of the last application for registration and the principal office. It is recommended that the file number assigned by the secretary of state be provided to facilitate processing of the document. Service of Process: The voluntary withdrawal must indicate that the foreign limited liability partnership is no longer transacting business in Texas. Further, the application must revoke the authority of the partnership's registered agent to accept service of process and consent that service of process may be made on the foreign limited liability partnership by serving the secretary of state. In addition, the application must set forth the address to which the secretary of state may mail a copy of any process against the foreign limited liability partnership served on the secretary of state. Money Due to the State: The voluntary withdrawal of registration must indicate that any money due or accrued to the state has been paid or that adequate provision has been made for the payment of the money. Please note that effective January 1, 2008, limited liability partnerships are subject to a state franchise tax. (Acts 2006, 79th Leg., 3rd C.S., ch. 1, § 2, effective January 1, 2008.) Contact the Comptroller of Public Accounts, Tax Assistance Section, Austin, Texas, 78774-0100, (512) 4634600 or (800) 252-1381 for information on taxes or reports that may be due to the state or visit their web site at http://window.state.tx.us/taxinfo/franchise/index.html. Effectiveness of Filing: A voluntary withdrawal of registration becomes effective when filed by the secretary of state (option A). However, pursuant to sections 4.052, 4.053, and 152.907 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), but not later than the expiration date of the partnership's term of registration. On the filing of a document with a delayed effective date, 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. In addition, at the time of such filing, the status of the entity's registration will be shown as "withdrawn" on the records of the secretary of state.
Execution: Pursuant to section 152.906 of the BOC, the voluntary withdrawal of registration must be signed by a majority-in-interest of the partners; or one or more partners authorized by a majorityin-interest of the partners.
The voluntary withdrawal of 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 a voluntary withdrawal of registration 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 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 609 (Revised 12/07) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $15
This space reserved for office use.
Certificate of Withdrawal
Of Registration of a Foreign
Limited Liability Partnership
1. The name of the foreign limited liability partnership as registered in this state is:
2. The limited liability partnership was formed under the laws of:
Set forth state or foreign country.
3. The effective date of its last registration with the secretary of state is:
4. The federal employer identification number is: 5. The file number issued to the entity by the secretary of state is: 6. The address of the principal office of the foreign limited liability partnership is:
Service of Process
The foreign limited liability partnership no longer is transacting business in this state and is
surrendering its authority to transact business in Texas. The foreign limited liability partnership:
(1) revokes the authority of the partnership's registered agent in this state to accept service of process; and (2) consents that service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign limited liability partnership was authorized to transact business in this state may be made on the foreign filing entity by serving the secretary of state. The address to which the secretary of state may mail a copy of any process against the foreign limited liability partnership is:
Mailing Address City State
Money Due to the State
Any money due or accrued to the state has been paid or adequate provision has been made for the payment of that money.
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:
Date cannot be later than registration's expiration date.
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
Signature and title of a majority-in-interest of the partners or one or more of the partners authorized by a majority-in-interest.