Limited Partnership Reports

Texas Business Organizations

REPORTS

§ 153.301. PERIODIC REPORT.

The secretary of state may require a domestic limited partnership or a foreign limited partnership registered to transact business in this state that is not required to file a public information report with the comptroller under § 171.203, Tax Code, to file a report not more than once every four years as required by this subchapter.

§ 153.302. FORM AND CONTENTS OF REPORT.

(a) The report must:

(1) include:

(A) the name of the limited partnership;

(B) the state or territory under the laws of which the limited partnership is formed;

(C) the address of the registered office of the limited partnership in this state and the name of the registered agent at that address;

(D) the address of the principal office in the United States where records are to be kept or made available under §§ 153.551 and 153.552; and

(E) the name, mailing address, and street address of the business or residence of each general partner;

(2) be made on a form adopted by the secretary of state for that purpose; and

(3) be signed on behalf of the limited partnership by at least one general partner.

(b) The information contained in the report must be given as of the date of the execution of the report.

§ 153.303. FILING FEE.

The filing fee for the report is as provided by Chapter 4.

§ 153.304. DELIVERY OF REPORT.

The report must be delivered to the secretary of state not later than the 30th day after the date on which notice is mailed under § 153.305.

§ 153.305. ACTION BY SECRETARY OF STATE.

(a) The secretary of state shall send a notice that the report required by § 153.301 is due.

(b) The notice must be:

(1) addressed to the limited partnership; and

(2) mailed to:

(A) the registered office of the limited partnership;

(B) the last known address of the limited partnership as it appears on record in the office of the secretary of state; or

(C) any other known place of business of the limited partnership.

(c) The secretary of state shall include with the notice a copy of a report form to be prepared and filed as provided by this subchapter.

§ 153.306. EFFECT OF FILING REPORT.

(a) If the secretary of state finds that the report complies with this subchapter, the secretary shall:

(1) accept the report for filing;

(2) acknowledge to the limited partnership the filing of the report; and

(3) update the records of the secretary of state's office to reflect:

(A) a reported change in the address of the registered office or principal office, or in the business or residence address of a general partner; and

(B) a reported change in the name of the registered agent.

(b) The filing of a report under § 153.301 does not relieve the limited partnership of the requirement to file an amendment to the certificate of formation required under § 153.051 or 153.052, except that the limited partnership is not required to file an amendment to change the information specified in Subsection (a)(3).

§ 153.307. EFFECT OF FAILURE TO FILE REPORT.

(a) A domestic or foreign limited partnership that fails to file a report under § 153.301 when the report is due forfeits the limited partnership's right to transact business in this state. A forfeiture under this § takes effect without judicial ascertainment.

(b) When the right to transact business has been forfeited under this section, the secretary of state shall note that the right to transact business has been forfeited and the date of forfeiture on the record kept in the secretary's office relating to the limited partnership.

§ 153.308. NOTICE OF FORFEITURE OF RIGHT TO TRANSACT BUSINESS.

Notice of the forfeiture under § 153.307 shall be mailed to the limited partnership at:

(1) the registered office of the limited partnership;

(2) the last known address of the limited partnership; or

(3) any other place of business of the limited partnership.

§ 153.309. EFFECT OF FORFEITURE OF RIGHT TO TRANSACT BUSINESS.

(a) Unless the right of the limited partnership to transact business is revived in accordance with § 153.310:

(1) the limited partnership may not maintain an action, suit, or proceeding in a court of this state; and

(2) a successor or assignee of the limited partnership may not maintain an action, suit, or proceeding in a court of this state on a right, claim, or demand arising from the transaction of business by the limited partnership in this state.

(b) The forfeiture of the right to transact business in this state does not:

(1) impair the validity of a contract or act of the limited partnership; or

(2) prevent the limited partnership from defending an action, suit, or proceeding in a court of this state.

(c) This § and §§ 153.307 and 153.308 do not affect the liability of a limited partner.

§ 153.310. REVIVAL OF RIGHT TO TRANSACT BUSINESS.

(a) A limited partnership that forfeits the right to transact business in this state as provided by § 153.309 may be relieved from the forfeiture by filing the required report not later than the 120th day after the date of mailing of the notice of forfeiture under § 153.308, accompanied by the filing fees as provided by Chapter 4.

(b) If a limited partnership complies with Subsection (a), the secretary of state shall:

(1) revive the right of the limited partnership to transact business in this state;

(2) cancel the note regarding the forfeiture; and

(3) note the revival and the date of revival on the record kept in the secretary's office relating to the limited partnership.

§ 153.311. TERMINATION OF CERTIFICATE OR REVOCATION OF REGISTRATION AFTER FORFEITURE.

(a) The secretary of state may terminate the certificate of formation of a domestic limited partnership, or revoke the registration of a foreign limited partnership, if the limited partnership:

(1) forfeits its right to transact business in this state under § 153.307; and

(2) fails to revive that right under § 153.310.

(b) Termination of the certificate or revocation of registration takes effect without judicial ascertainment.

(c) The secretary of state shall note the termination or revocation and the date on the record kept in the secretary's office relating to the limited partnership.

(d) On termination or revocation, the status of the limited partnership is changed to inactive according to the records of the secretary of state. The change to inactive status does not affect the liability of a limited partner.

§ 153.312. REINSTATEMENT OF CERTIFICATE OF FORMATION OR REGISTRATION.

(a) A limited partnership the certificate of formation or registration of which has been terminated or revoked as provided by § 153.311 may be relieved of the termination or revocation by filing the report required by § 153.301, accompanied by the filing fees provided by Chapter 4.

(b) If the limited partnership pays the fees required by Subsection (a) and all taxes, penalties, and interest due and accruing before termination or revocation, the secretary of state shall:

(1) reinstate the certificate or registration of the limited partnership without judicial ascertainment;

(2) change the status of the limited partnership to active; and

(3) note the reinstatement on the record kept in the secretary's office relating to the limited partnership.

(c) If the name of the limited partnership is not available at the time of reinstatement, the secretary of state shall require the limited partnership as a precondition to reinstatement to:

(1) file an amendment to the partnership's certificate of formation; or

(2) in the case of a foreign limited partnership, amend its application for registration to adopt an assumed name for use in this state.

 

Contact Information

Mailing Address

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

Telephone

(469) 630-2550

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