FOREIGN LIMITED LIABILITY PARTNERSHIPS

TEXAS BUSINESS ORGANIZATIONS

Sec. 152.901. GENERAL.

(a) A foreign limited liability partnership is subject to Section 2.101 with respect to its activities in this state to the same extent as a domestic limited liability partnership.

(b) A foreign limited liability partnership may not be denied registration because of a difference between the laws of the jurisdiction under which the partnership is formed and the laws of this state.

Sec. 152.902. NAME.

The name of a foreign limited liability partnership must:

(1) satisfy the requirements of the jurisdiction of formation; and

(2) comply with Section 5.063.

Sec. 152.903. ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.

Without excluding other activities that do not constitute transacting business in this state, a foreign limited liability partnership is not considered to be transacting business in this state for purposes of this code because it carries on in this state one or more of the activities listed by Section 9.251.

Sec. 152.904. REGISTERED AGENT AND REGISTERED OFFICE.

A foreign limited liability partnership subject to this chapter shall maintain a registered office and registered agent in this state in the same manner and to the same extent as if the partnership were a foreign filing entity. Subchapters E and F, Chapter 5, apply to a foreign limited liability partnership to the same extent those subchapters apply to a foreign filing entity.

Sec. 152.905. REGISTRATION PROCEDURE.

(a) Before transacting business in this state, a foreign limited liability partnership must file an application for registration in accordance with this section and Chapters 4 and 9.

(b) The application must be signed by:

(1) a majority-in-interest of the partners; or

(2) one or more partners authorized by a majority-in-interest of the partners.

(c) A partnership is registered as a foreign limited liability partnership on:

(1) the date on which a completed initial or renewal application for registration is filed with the secretary of state in accordance with Chapter 4; or

(2) a later date specified in the application.

(d) A registration is not affected by subsequent changes in the partners of the partnership.

(e) The registration of a foreign limited liability partnership is effective until the first anniversary of the date after the date of registration or a later effective date, unless the registration is:

(1) withdrawn or revoked at an earlier time; or

(2) renewed in accordance with Section 152.908.

Sec. 152.906. WITHDRAWAL OF REGISTRATION.

(a) A registration may be voluntarily withdrawn by filing a certificate of withdrawal in accordance with this section and Section 9.011.

(b) In addition to the information required by Section 9.011, the certificate of withdrawal must:

(1) contain:

(A) the federal taxpayer identification number of the partnership; and

(B) the date of effectiveness of the partnership's last application for registration under this subchapter; and

(2) be signed by:

(A) a majority-in-interest of the partners; or

(B) one or more partners authorized by a majority-in-interest of the partners.

(c) A certificate from the comptroller stating that all taxes administered by the comptroller under Title 2, Tax Code, have been paid must be filed with the withdrawal of registration.

Sec. 152.907. EFFECT OF CERTIFICATE OF WITHDRAWAL.

A certificate of withdrawal terminates the registration of the partnership as a foreign limited liability partnership as of the date on which the notice is filed or a later date specified in the notice, but not later than the expiration date under Section 152.905(e).

Sec. 152.908. RENEWAL OF REGISTRATION.

(a) An effective registration may be renewed before its expiration by filing a renewal application for registration with the secretary of state in accordance with Chapter 4.

(b) The renewal application must contain:

(1) current information required for an initial application for registration; and

(2) the most recent date of registration of the partnership.

(c) An application for registration filed under this section continues an effective registration for one year after the date the registration would otherwise expire.

Sec. 152.909. ACTION BY SECRETARY OF STATE.

The secretary of state may remove from its active records the registration of a foreign limited liability partnership the registration of which has:

(1) been withdrawn or revoked; or

(2) expired and not been renewed.

Sec. 152.910. EFFECT OF FAILURE TO REGISTER.

(a) A foreign limited liability partnership that transacts business in this state without being registered is subject to Subchapter B, Chapter 9, to the same extent as a foreign filing entity.

(b) A partner of a foreign limited liability partnership is not liable for an obligation of the partnership solely because the partnership transacted business in this state without being registered.

Sec. 152.911. AMENDMENT.

(a) A document filed under this subchapter or an application for registration filed under Section 9.007 may be amended by filing with the secretary of state an application for amendment of registration in accordance with Chapter 4.

(b) The application for amendment must contain:

(1) the name of the partnership;

(2) the taxpayer identification number of the partnership;

(3) the identity of the document being amended;

(4) a reference to the date on which the document being amended was filed;

(5) the part of the document being amended; and

(6) the amendment or correction.

Sec. 152.912. EXECUTION OF APPLICATION FOR AMENDMENT.

The application for amendment must be signed by:

(1) a majority-in-interest of the partners; or

(2) one or more partners authorized by a majority-in-interest of the partners.

Sec. 152.913. EXECUTION OF STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT.

A statement filed by a foreign limited liability partnership in accordance with Section 5.202 must be signed by:

(1) a majority-in-interest of the partners; or

(2) one or more partners authorized by a majority-in-interest of the partners.

Sec. 152.914. REVOCATION OF REGISTRATION BY SECRETARY OF STATE.

(a) The secretary of state may revoke the registration of a foreign limited liability partnership for the partnership's failure to:

(1) file a report within the period required by law or pay a fee or penalty prescribed by law when due and payable;

(2) maintain a registered agent or registered office address in this state as required by law; or

(3) pay a fee required in connection with a filing, or payment of the fee was dishonored when presented by the state for payment.

(b) If it appears to the secretary of state that, with respect to a foreign limited liability partnership, a circumstance described by Subsection (a) exists, the secretary of state shall provide notice to the partnership in the same manner and to the same extent as notice is required to be provided to a foreign filing entity under Sections 9.101 and 9.102.

(c) The secretary of state shall reinstate the registration of a foreign limited liability partnership if the partnership files an application for reinstatement in accordance with Subsection (e), accompanied by each amendment of the partnership's registration that is required by intervening events, and:

(1) the foreign limited liability partnership has corrected the circumstances that led to the revocation and any other circumstances described by Subsection (a) that may exist, including the payment of fees, interest, or penalties; or

(2) the secretary of state finds that the circumstances that led to the revocation did not exist at the time of revocation.

(d) A foreign limited liability partnership, to have its registration reinstated, must comply with the requirements of this section not later than the date the registration would have expired under Section 152.905(e) had the registration not been revoked under this section.

(e) The foreign limited liability partnership shall file a certificate of reinstatement in accordance with Chapter 4. The certificate of reinstatement must contain:

(1) the name of the partnership;

(2) the filing number assigned by the filing officer to the partnership;

(3) the effective date of the revocation of the partnership's registration; and

(4) the name of the partnership's registered agent and the address of the partnership's registered office.

(f) A tax clearance letter from the comptroller stating that a foreign limited liability partnership has satisfied all franchise tax liabilities and may be reinstated must be filed with the certificate of reinstatement if the foreign limited liability partnership is a taxable entity under Chapter 171, Tax Code.

Contact Information

Mailing Address

Chowins Law Firm, PLLC
1011 Surrey Lane #200
Flower Mound, TX 75022

Telephone

(469) 630-2550

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