Fillable 701 Boc Form 701 - Registration of a Limited Liability Partnership

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701 Boc Form 701 - Registration of a Limited Liability Partnership

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Form 701
Instruction Page 1 – Do not submit with filing.
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."
The application for registration as a limited liability partnership does not create a partnership, either
general or limited. The creation of a limited partnership requires the filing of a certificate of formation
(Form 207) with the secretary of state. A general partner's liability in a limited liability partnership differs
from that in an ordinary partnership. In general, a general partner in a limited liability partnership is not
individually liable for any obligation of the partnership incurred while the partnership is a limited liability
partnership.
Effective January 1, 2016, Senate Bill 859 amends subchapter J of chapter 152 of the BOC. The
amendments make the registration of a limited liability partnership effective until it is voluntarily
withdrawn or terminated by the secretary of state and impose an annual reporting requirement on Texas
LLPs.
Annual Report: BOC section 152.806, effective January 1, 2016, requires a Texas partnership that elects
to register as a limited liability partnership to file an annual report with the secretary of state. The report
is due no later than June 1 of each year following the calendar year in which the application for
registration takes effect. No later than March 31 of each year, the secretary of state will send notice to
file the report to the limited liability partnership. Failure to receive the notice sent does not relieve the
partnership of the requirement to file the annual report. Please note that failure to file the annual report
may result in the termination of the partnership’s limited liability partnership registration. The fee for
the annual report is $200 for each partner on the date of filing the report.
Taxes: Limited liability partnerships are subject to a state franchise tax. 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 BOC 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. In processing a limited liability partnership registration, 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—FEIN: Enter the partnership’s federal employer identification number (FEIN) in the space
provided. The FEIN is a 9-digit number (e.g., 12-3456789) issued by the Internal Revenue Service
(IRS). If the partnership has not obtained a FEIN at this time, check the appropriate statement and
Form 701
Instruction Page 2 – Do not submit with filing.
leave the field blank. The partnership may file an amendment to the registration after it receives its
FEIN number from the IRS.
Item 3—Number of Partners: Provide the number of general partners in the partnership in item 3.
(For purposes of completing the registration, § 153.352 of the BOC provides that the term "partners"
refers to general partners only and does not include the limited partners in a limited partnership.) All
general partnerships must have two or more general partners. The secretary of state will not accept a
registration on behalf of a general partnership that lists the number of partners as one. A limited
partnership must have one or more general partners and one or more limited partners. The filing fee
will be calculated by multiplying the number of partners listed in item 3 by $200 per partner.
Item 4—Principal Office: Set forth the street address of the principal office of the partnership.
The address may be inside or outside of Texas as applicable.
Item 5—Statement of Partnership’s Business: Set forth a brief statement of the partnership’s
business. The business or activity to be pursued in Texas may be stated to be “any lawful business
or activity under the law of this state.”
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.
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 American Express, Discover,
MasterCard, and Visa 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 file-
stamped copy of the document, if a duplicate copy was provided as instructed.
Revised 12/15
This space reserved for office
use
Form 701
1
Registration of a
Limited Liability Partnership
Form
701
(Revised 12/15)
Submit 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
Entity Information
1. The name of the partnership is:
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 federal employer identification number of the partnership is:
The partnership has not obtained a federal employer identification number at this time.
Number of Partners
3. The number of general partners at the date of registration is:
The number of general partners in a general partnership must be at least two.
Principal Office
4. The address of the partnership’s principal office in Texas or outside of Texas, as applicable, is:
Street Address City State Country Zip Code
Statement of Partnership’s Business
5. The partnership’s business is:
Effectiveness of Filing
(Select either A or B)
A. 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 and certifies under penalty of perjury that the undersigned is
authorized under the provisions of law governing the entity to execute the filing instrument.
Date:
For a general partnership, signature of a majority-in-interest of
the partners or signature of one or more of the partners
authorized by a majority-in-interest. For a limited partnership,
signature of one general partner.
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701 Boc Form 701 - Registration of a Limited Liability Partnership

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Completed 2 July 2020

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