Welcome to the Start a Business registration guide for limited partnerships and limited liability partnerships filing in Texas. Our below tutorials, complete with screen shots, the requisite links and the prescribed PDF files, will cover the filing processes of both domestic and foreign entities. As the Texas Secretary of State website comes equipped with an online filing portal, we recommend that representatives take advantage of the many benefits that come with it. Those choosing to file online will be required to first create an account, the process of which has been relayed in our tutorial here. The alternative to online filing is paper filing, which can be accomplished by completing a PDF and mailing it to the state offices with an attached filing fee (listed below).

We recommend using the Business Entity Search function on the Secretary of State website to ensure that your name is indeed available before filing. A Name Reservation filing will also ensure that, for $40, no other business entity will be able to file under your chosen name for a period of 120 days.

How to File a Domestic LP (Online)

Step 1- You will need to log onto your business filing account to access the filing forms. This task can be accomplished by submitting your user ID and password into the appropriate fields on this webpage.

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Step 2- You will be required to provide your payment method for the upcoming purchases. You must also provide your contact information on this page.

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Step 3- Your payment information will need to be submitted next. They will ask that you include the following:

  • Card type
  • Card number
  • Expiration date
  • Security code
  • Business name or individual name
  • Full address
  • Phone number

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Step 4- With all necessary data submitted, you will be officially logged onto your account. Click on the Business Organizations heading in the above menu to access the business services homepage.

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Step 5- In the drop down menu, choose the option to file for the creation of a limited partnership.

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Step 6- Here you will be able to select the filing type once again.

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Step 7- Provide the LP name into the empty field on this page. You may perform a name availability search at this point if you haven’t done so already.

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Step 8- Supply the principle office address of the LP here.

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Step 9- Next, the name of the business or the individual that will serve as your registered agent should be supplied. Enter their address and the manner in which they are to give consent.

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Step 10- Add the name and address of each general partner at this stage.

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Step 11- You will have the option of providing additional provisions and information if you wish. Also, if you’d like to attach a letter of consent, you may do so by clicking Choose File and selecting it from your documents.

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Step 12- The signature of at least one general partner is required. When submitted, you can choose to provide a delayed effective date if you wish. Click Continue when ready.

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Step 13- A photo of the Certificate of Formation will be shown on the next page allowing  you to review all information submitted thus far and edit it if necessary. Providing that everything is accurate and complete, you will be able to click the Submit Filing button at the top which will enable you pay the filing fee by credit card and officially submit your form to the Secretary of State for review.

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How to File a Domestic LLP (Online)

Step 1- To log into your account, navigate to this webpage and provide your SOSDirect user ID and password.

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Step 2- A secondary page will have you submitting your payment method followed by your contact information which will include your full name, phone number and email address.

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Step 3- Your payment information will need to be submitted next. They will ask that you include the following:

  • Card type
  • Card number
  • Expiration date
  • Security code
  • Business name or individual name
  • Full address
  • Phone number

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Step 4- If the previous page was completed correctly, you will be provided with your session code and notified that you are logged in. Click on the Business Organizations link to access your homepage.

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Step 5- Use the drop down menu to select the domestic limited liability partnership registration option.

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Step 6- Select the filing type and the underlying partnership type (general or limited). If you are filing as the representative of an LP, you will need to provide the file number of the LP as well. Enter the number of partners before clicking Continue.

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Step 7- The partnership name should be supplied on this page.

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Step 8- You may enter the FEIN if you represent a pre-existing partnership. If you don’t currently have an employer identification number, you may simply skip this step.

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Step 9- Enter the street address of the principle office here.

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Step 10- Specify the business purpose of your limited liability partnership in the provided space.

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Step 11- The signature of at least one partner is required. This can be provided by simply typing the name into the search field. If you like, you may also provide a delayed effective date.

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Step 12- A photo of the completed Registration of a Limited Liability Partnership will be presented on the next page. To officially submit it, click the Submit Filing link at the top. You will notice the filing fee may be different than the one presented in the example below as filers of LLPs will be charged $200 for every partner.

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How to File a Foreign LP (Online)

Step 1- All business applicants will need to have created an online account and be logged into that account to register. Navigate to this webpage, provide your login credentials and click Submit.

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Step 2- This page will have you submitting your payment method for the upcoming session. You will also need to enter your contact name, phone number and email address.

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Step 3- Your payment information will need to be submitted next. They will ask that you include the following:

  • Card type
  • Card number
  • Expiration date
  • Security code
  • Business name or individual name
  • Full address
  • Phone number

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Step 4- With all payment information submitted, you will be able to access your online account.  This page will provide you with your session code and inform you that you are indeed logged in. Click on the Business Organizations link to access your homepage.

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Step 5- Use the drop down menu on this page. under the Reservation-Formation-Registration Documents heading, to select the foreign LP registration option.

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Step 6- Select the filing type from the drop down menu and the date on which the partnership first transacted, or intends to transact, business in Texas.

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Step 7- Provide the name of the LP and the name to be used in Texas using the proper wording or abbreviation indicating that it is a LP. Also if the name is not available for use in this state, provide the name to be used in Texas for the duration of the partnership’s term.

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Step 8- Provide the FEIN, the state, country and formation date on this page.

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Step 9- Here you will be able to enter the address of the principle office of the entity.

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Step 10- The name of the business or individual serving as your registered agent should be entered next. You will also need to supply the registered address and whether the consent is attached or on file with the partnership.

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Step 11- Click the Add General Partner link and supply the name and address into the provided fields. Once all partners have been supplied, you may proceed.

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Step 12- Any additional provisions or information should be submitted at this juncture. You will also be able to provide a letter of consent or other attachment if you wish.

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Step 13- Provide the signature of at least one general partner by typing their name into the execution field. This is also where you will indicate the delayed effective date if applicable.

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Step 14- On this final page, you will be able to review all the information submitted in the previous pages. Double check the document for accuracy before clicking Submit Filing to pay the filing fee and officially send your form to the Secretary of State.

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How to File a Foreign LLP (Online)

Step 1- You must begin by logging into your online account on this webpage. Simply enter your user ID and password into the provided fields and click Submit.

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Step 2- Provide your payment method by selecting it from the drop down menu. Next, you will be required to enter your contact name, phone number, fax (optional), email and client reference (also optional).

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Step 3- Your payment information will need to be submitted next. They will ask that you include the following:

  • Card type
  • Card number
  • Expiration date
  • Security code
  • Business name or individual name
  • Full address
  • Phone number

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Step 4- This page will let you know that you are logged in and provide your with your session code. When ready, click on the Business Organizations link at the top of the page.

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Step 5- In the drop down menu under the Web Filings heading, you will be able to select the foreign limited liability partnership registration option. Click File Document once selected.

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Step 6- Supply the filing type and the underlying partnership (limited or other). If the underlying partnership is limited, enter its file number into the appropriate field. You will also need to provide the number of partners in Texas and the date on which the foreign entity first transacted, or plans on transacting, business in Texas.

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Step 7- The name of the partnership should be supplied here as well as the name of the LLP if it doesn’t already include the words  “limited liability partnership” or the abbreviation “LLP” or “L.L.P.”.

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Step 8- Supply the FEIN, the jurisdiction of initial formation and the date of formation.

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Step 9- The principle office address should be entered at this juncture.

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Step 10- Provide the registered agent name and address on this page.

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Step 11- Describe the business or activity that the partnership plans to transact in the state of Texas.

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Step 12- Here you can sign the document by typing your name into the field (providing that you are indeed an authorized partner). If you’d like a delayed effective date, you may enter it on this page.

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Step 13- This final page will allow you to review all the data submitted in the previous pages and will permit you to edit the filing if you wish. Providing that all the information is accurate, click the Submit Filing option to pay your fee and officially register with the Secretary of State.

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How to File a Domestic LP (PDF)

Step 1- It is possible to file through the mail by first downloading the Certificate of Formation.

Step 2- Once opened in your PDF reader, you will need to supply the following information:

  • 1- Name of LP
  • 2A- Name of organization serving as registered agent (if applicable)
  • 2B- Name of individual resident serving as registered agent (if applicable)
  • 2C- Business address of the registered agent and the registered office address
  • 3- The name and address of each general partner
  • 4- Principle office address
  • Supplemental information
  • When the filing should be effective and, if applicable, the event which will put the filing into effect
  • Date
  • Signature of each general partner

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Step 3- With the form completed, you will be required to print it off, provide the requisite signatures and create a duplicate copy. The filing fee for domestic limited partnerships is $750 and this fee can be paid by check, money order, or credit/debit card. Should you decide to pay by card, you will need to do so with this document. You may deliver the documents to the office of the Secretary of State by mail (first address below), by fax (512 463-5709) or by hand (second address below).

Address 1:

Secretary of State

P.O. Box 13697

Austin, TX 78711

Address 2:

James Earl Rudder Office Building

1019 Brazos

Austin, Texas 78701

How to File a Domestic LLP (PDF)

Step 1- Creating a domestic limited liability partnership will require that you download the PDF Form 701.

Step 2- When ready, provide the following information:

  • 1- Name of LLP
  • 2- FEIN of the partnership or the indication that the partnership has yet to obtain one
  • 3- Number of general partners
  • 4- Address of principle office
  • 5- Partnership’s purpose
  • Effectiveness of filing (immediately or at a delayed date) and the delayed filing date (if applicable)
  • Date
  • Signature of the majority of the partners

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Step 3- When you’ve completed the form, you will be required to provide all requisite signatures and make a copy of the document. A filing fee will need to be submitted as well ($200/partner). This fee can be paid by check, money order or credit/debit card (for payment by card, use this document). You may deliver the documents to the office of the Secretary of State by mail (first address below), by fax (512 463-5709) or by hand (second address below).

Address 1:

Secretary of State

P.O. Box 13697

Austin, TX 78711

Address 2:

James Earl Rudder Office Building

1019 Brazos

Austin, Texas 78701

How to File a Foreign LP (PDF)

Step 1- To file your limited partnership with the Texas Secretary of State by mail, you will need to first fill out the Application for Registration of a Foreign Limited Liability Partnership.

Step 2- With this opened in your PDF viewer, you will be able to provide the following information:

Page 1

  • 1- Name of partnership
  • 2A- The name of the partnership with the appropriate wording or abbreviation (if necessary)
  • 2B- Assumed name (if necessary)
  • 3- FEIN
  • 4-Jurisdiction and date of initial formation
  • 6- Date LP intends on transacting business in Texas
  • 7- Principle office address
  • 8A- Initial registered agent (if organization)
  • 8B- Initial registered agent (if individual)

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Page 2

  • 8C- Business address of registered agent and the registered office address
  • 10- Name and address of each general partner
  • Supplemental provisions

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Page 3

  • When the filing should be effective and, if applicable, the event which will put the filing into effect
  • Date
  • Signature of authorized person

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Step 3- Print off the form and sign it by hand. You will then need to make a check or money order out to the Secretary of State which covers the $750 filing fee. Alternatively you can pay by credit/debit card with the use of this document. Send the finished form, one photocopy and the filing fee to the first address below. You may also deliver it by fax (512 463-5709) or by hand (second address below).

Address 1:

Secretary of State

P.O. Box 13697

Austin, TX 78711

Address 2:

James Earl Rudder Office Building

1019 Brazos

Austin, Texas 78701

How to File a Foreign LLP (PDF)

Step 1- Download the Application for Registration of a Foreign Limited Liability Partnership.

Step 2- With it open in your PDF reader, you will be able to provide the following information:

  • 1- Name of partnership
  • 2- The name of the partnership with the appropriate wording or abbreviation (if necessary)
  • 3- FEIN
  • 4-Jurisdiction and date of initial formation
  • 6- Number of general partners
  • 7- Date LLP intends on doing business in Texas or the date on which business was first transacted in Texas
  • 8- Principle office address
  • 9A- Initial registered agent (if organization)
  • 9B- Initial registered agent (if individual)

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Page 2

  • 9C- Business address of the registered agent and the registered office address
  • 11- Description of the business to be transacted in Texas
  • Effectiveness of filing (immediately or at a delayed date) and the delayed filing date (if applicable)
  • Date
  • Signature of majority of partners

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Step 3- Once the form is complete, you can print it off, sign it and make a copy. You will then be required to prepare the filing fee (based off of $200/partner, max $750). You may pay by check or money order made payable to the Secretary of State or you may cover the costs by credit/debit card with the use of this document. Send the finished form, one photocopy and the filing fee to the first address below. Alternatively, you may deliver it by fax (512 463-5709) or by hand (second address below).

Address 1:

Secretary of State

P.O. Box 13697

Austin, TX 78711

Address 2:

James Earl Rudder Office Building

1019 Brazos

Austin, Texas 78701

Tips

EIN – If you are forming a new partnership, it will be necessary for you to apply for an Employer Identification Number (often referred to as the Federal Employer Identification Number). This number will enable the federal government to view you as a legitimate, tax-withholding entity. Furthermore, this number will allow you to apply for loans, hire employees, open bank accounts and otherwise transact business as an entity. For more information on the application process, click on the heading of this paragraph. Otherwise you can navigate directly to the IRS website to apply Online or you can download the PDF of the form SS-4 to apply through the mail.

Partnership Agreement–  Though it is not required in the state of Texas, it is always wise to draft a partnership agreement to provide a set of rules and regulations under which the partners of the entity will be required to operate. What’s more, it will allow you to relay all of the partnership’s financial and logistical provisions thus enabling you to clarify the organization of your internal affairs. Click on the heading of this paragraph to review the free template we’ve provided, available in both MS Word format and Adobe PDF.

Renewal- It is only the representatives of a limited liability partnership that are required to file an annual report each year. In doing so, they will be able to stay up to date with the Secretary of State thus remaining in good standing. This document must be submitted by the 31st of March of each year, with the enclosed filing fee ($200 per partner). As there is no online filing option for this report, it will be necessary that you file it through the use of this PDF and send it through the mail to the first address below or hand deliver it to the second. Alternatively it can be faxed to this number if necessary: (512) 463- 1423.

Address 1

Secretary of State-Reports Unit

P.O. Box 12028

Austin, Texas 78711

Address 2

James Earl Rudder Office Building,

1019 Brazos,

Austin, Texas 78701

How to (Video)