Form 207
Instruction Page 2 – Do not submit with filing.
certificate of formation. The liabilities and penalties imposed by sections 4.007 and 4.008 of the
BOC apply with respect to a false statement in a filing instrument that names a person as the
registered agent of an entity without that person’s consent. (BOC § 5.207)
Office Address Requirements: The registered office address must be located at a street address
where service of process may be personally served on the entity’s registered agent during normal
business hours. Although the registered office is not required to be the entity’s principal place of
business, the registered office may not be solely a mailbox service or telephone answering service
(BOC § 5.201).
• Article 3—Governing Authority: The certificate of formation must state the name and address of
each general partner in the space provided. A minimum of one general partner is required.
If the general partner is an individual, set forth the name of the individual in the format specified.
Do not use prefixes (e.g., Mr., Mrs., Ms.). Use the suffix box only for titles of lineage (e.g., Jr., Sr.,
III) and not for other suffixes or titles (e.g., M.D., Ph.D.). If the general partner is an organization,
set forth the legal name of the organization. For each governing person, only one name should be
entered. Do not include both the name of an individual and the name of an organization. An address
is always required for each general partner.
Please note that a document on file with the secretary of state is a public record that is subject to public
access and disclosure. When providing address information for a general partner, use a business or post
office box address rather than a residence address if privacy concerns are an issue.
• Article 4—Principal Office: The certificate of formation must include the address of the principal
office of the partnership in the United States where records are to be kept or made available in
accordance with section 153.551 of the BOC. Set forth the principal office in article 4.
• Supplemental Provisions/Information: Additional space has been provided for additional text to
an article within this form or to provide for additional articles to contain optional provisions.
• Effectiveness of Filing: A certificate of formation becomes effective when filed by the secretary of
state (option A). However, pursuant to sections 4.052 and 4.053 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). The effectiveness of the instrument also may be delayed on the occurrence of a
future event or fact, other than the passage of time (option C). If option C is selected, you must state
the manner in which the event or fact will cause the instrument to take effect and the date of the 90
th
day after the date the instrument is signed. In order for the certificate to take effect under option C,
the entity must, within ninety (90) days of the filing of the certificate, file a statement with the
secretary of state regarding the event or fact pursuant to section 4.055 of the BOC.
On the filing of a document with a delayed effective date or condition, 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 or evidence that the effectiveness was
conditioned on the occurrence of a future event or fact. In addition, at the time of such filing, the
status of the entity will be shown as “in existence” on the records of the secretary of state.
• Execution: Each general partner must sign the certificate of formation, but it does not need to be
notarized. However, before signing, please read the statements on this form carefully. The
designation or appointment of a person as registered agent by a managerial official or organizer is an
