Form 701--General Information
(Registration of a 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 In accordance with title 4, chapter 152, subchapter J of the Texas Business Organizations Code (BOC), a general or limited partnership may register with the secretary of state as a "limited liability partnership." A partner's liability in a limited liability partnership differs from that in an ordinary partnership. In general, a partner in a limited liability partnership is not individually liable for debts and obligations of the partnership incurred while the partnership is a limited liability partnership. Term of Registration: The registration of a partnership as a limited liability partnership is effective until the first anniversary of the date of registration or the later effective date specified in the application, unless the application is withdrawn or revoked at an earlier time or renewed before expiration. The secretary of state is not required to send renewal notices to limited liability partnerships. Failure of the secretary of state to send a notice or failure of a registrant to receive a notice does not extend the term of registration. Insurance or Financial Responsibility: In accordance with section 152.804 of the BOC, a limited liability partnership must carry at least $100,000 of liability insurance. Alternatively, the partnership may specifically designate and set aside $100,000 for the satisfaction of judgments against the partnership in the manner provided by section 152.804(a)(2). Evidence of compliance with this requirement is not provided to the secretary of state and the secretary of state does not verify compliance with this requirement. Taxes: 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 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
Item 1--Entity Name: Set forth the name of the partnership. The name must include the phrase "limited liability partnership" or an abbreviation of that phrase. If the partnership is a limited partnership, then the name must comply with the requirements of section 5.055(a), and also must contain the phrase "limited liability partnership" or "limited liability limited partnership" or an abbreviation of one of those phrases. The secretary of state does not review the name of the partnership, or a change of name of the partnership, to determine whether the name conforms to the entity name availability rules. Item 2--Underlying Partnership: Indicate whether the partnership that is registering as a limited liability partnership is a general partnership or limited partnership by checking the applicable box in
item 2. An association of two or more persons to carry on a business for profit as owners creates a partnership. A limited partnership is a partnership that has one or more general partners and one or more limited partners. The application for registration as a limited liability partnership does not create a limited partnership. The creation of a limited partnership requires the filing of a certificate of formation (Form 207) with the secretary of state. If the partnership is a limited partnership, provide the date of filing of the certificate of formation and the file number assigned by the secretary of state. The secretary of state will not accept a registration that states that the registration is made on behalf of a limited partnership if a certificate of formation for the underlying limited partnership has not been filed. If the partnership has not filed a certificate of formation as a limited partnership with the secretary of state, the partnership is a general partnership.
Item 3--FEIN: If the partnership has obtained a federal employer identification number (FEIN), enter the 9-digit number assigned to the partnership by the Internal Revenue Service (IRS) in item 3. Enter the number without punctuation; that is, stripped of any hyphens (e.g., 123456789). If the partnership has not obtained a FEIN at this time, check the appropriate statement and leave the field blank. Item 4--Number of Partners: Provide the number of general partners in the partnership in item 4. All general partnerships must have two or more general partners. The secretary of state will not accept a registration that states that the registration is on behalf of a general partnership but that lists the number of partners as one. A limited partnership must have one or more general partners and one or more limited partners. For purposes of completing the registration, the term "partners" refers to general partners in a limited partnership registering as a limited liability partnership (BOC § 153.352) and does not include the limited partners. The filing fee will be calculated by multiplying the number of partners listed in item 4 by $200 per partner. Item 5--Principal Office: Set forth the street or mailing address of the principal office of the partnership. The address may be inside or outside of Texas as applicable. Item 6--Statement of Partnership's Business: Set forth a brief statement of the partnership's business. Effectiveness of Filing: The registration of a limited liability partnership becomes effective as of the date of filing by the secretary of state (option A). However, pursuant to sections 4.052, 4.053 and 152.802 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). 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 "in existence" on the records of the secretary of state.
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· Execution: For a general partnership, the registration must be signed by a majority-in-interest of the partners, or by one or more partners authorized by a majority-in-interest of the partners. For a limited partnership, any general partner may sign. 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 registration is $200 per general partner. To calculate the filing fee multiply the number of partners stated in the registration by $200. 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 701 (Revised 11/07) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: See instructions 1. The name of the partnership is:
This space reserved for office use
Registration of a Limited Liability Partnership
Name must contain the phrase "limited liability partnership" or an abbreviation of that phrase. If the partnership is a limited partnership, the entity name may include the phrase "limited liability limited partnership" or an abbreviation of that phrase.
2. The partnership is a:
If limited partnership is checked, provide the date of filing of the certificate of formation and the file number assigned by the secretary of state:
Date of Filing (mm/dd/yyyy) SOS File Number
3. The federal employer identification number of the partnership is: The partnership has not obtained a federal employer identification number at this time. 4. The number of partners at the date of the application is:
There must be at least 2 partners in a general partnership. In a limited partnership, only state the number of general partners. Do not include limited partners.
5. The street address of the partnership's principal office in this state or outside of this state, as applicable, is:
Street or Mailing Address
6. The partnership's business is:
Effectiveness of Filing
(Select either A or B.)
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:
Execution The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. Date: Signature:
For a general partnership, the registration must be signed by a majority-in-interest of the partners, or by one or more partners authorized by a majority-in-interest of the partners. For a limited partnership, any general partner may sign.