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Form 412

Form 412—General Information

(Amendment to Registration of a Foreign Limited Partnership)

The attached form is drafted 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

This form has been promulgated to comply with the provisions of the Texas Business Organizations

Code (BOC) regarding amendments to the registration of a foreign limited partnership filed with the

secretary of state.

Form 406 should be used to amend the registration of a foreign filing entity other than a foreign

limited partnership, limited liability partnership, or financial institution,

Form 407 should be used to amend the registration of a foreign limited liability partnership.

Form 411 should be used to amend the registration of a foreign financial institution.

Form 422 should be used to amend the registration of a foreign filing entity governed by the BOC to

reflect a change effected by a merger or conversion that effects a transfer of the registration.

Required Amendments: Section 9.009 of the BOC requires a foreign limited partnership to amend its

registration to reflect:

(1) a change to its name;

(2) a change in the business or activity stated in its application for registration;

(3) the admission of a new general partner;

(4) the withdrawal of a general partner; and

(5) a change in the name of a general partner stated in its application for registration.

Pursuant to section 9.009(c) of the BOC, the application for amendment to registration must be filed on

or before the 91

day following the date of change in the jurisdiction of formation. The failure of a

foreign filing entity to file an amendment to its registration when required to do so by law may result in

the revocation of the entity’s registration. (BOC § 9.101(b)(1)(C)).

Pursuant to section 9.010 of the BOC, if a foreign entity authorized to transact business in Texas

changes its name to a name that would cause the entity to be denied an application for registration, the

previously issued application for registration is suspended until the entity changes its name to a name

that is available to it under the laws of this state.

Other Amendments: This form may also be used to amend other statements contained in the application

for registration as desired by the entity. For example, a foreign entity may update the principal office

address on file with the secretary of state by filing an amendment to its registration.

Instructions for Form

 Items 1-3—Entity Information: The amendment to registration must contain the legal name of the

entity. If the purpose of the amendment is to reflect a change of name of the limited partnership,

item 1 must set forth the name as it currently appears on the records of the secretary of state. If the

entity attained its registration under an assumed name, the qualifying assumed name as shown on the

records of the secretary of state should be set forth on the amendment to registration. It is

recommended that the date the original application for registration was filed and the file number

assigned by the secretary of state be provided to facilitate processing of the document.

 Items 4-7—Amendments to Application: Items 4 through 7 describe circumstances or changes

that require a foreign limited partnership to amend its registration with the secretary of state.

Complete all items that apply to the entity.

 Item 4—Change of Name: Complete item 4 to reflect a change to the legal name of the entity as

amended in its jurisdiction of formation.

 Item 5—Assumed Name Election/Change: Item 5 must be completed in order to:

(1) adopt an assumed name for purposes of maintaining the registration in Texas when the legal

name of the entity is not available for its use in Texas or fails to include one of the organizational

designations required under Texas law; or

(2) effect a change in the assumed name under which the original or any amended application for

registration was granted.

If the foreign entity is electing to adopt an assumed name or changing the assumed name currently

shown as its qualifying assumed name, the foreign entity is required to file an assumed name

certificate in compliance with chapter 71 of the Texas Business & Commerce Code. The

promulgated form for filing the assumed name with the secretary of state is Form 503. This form

is not acceptable for filing with the county clerk. If the former assumed name will no longer be

used by the entity, an abandonment of assumed name may be filed to terminate the assumed name

filing (Form 504).

 Item 6—Change of Purpose: Item 6 must be completed in order to effect a change in the business

or activity stated in its original application for registration or any amended registration. The business

or activity may be stated to be any lawful business or activity under the law of this state. The entity

must be authorized to pursue the same business or activity under the laws of the entity’s jurisdiction

of formation.

 Item 7—Changes to General Partners: Items 7A through 7C must be completed to reflect:

(1) the admission of a new general partner;

(2) the withdrawal of a general partner; and

(3) a change in the name of a general partner stated in its registration.

If the amendment is submitted to reflect the withdrawal of a general partner or to reflect a change in

the name of a general partner, the amendment to registration will be rejected and returned for

correction if the information provided does not match the information on file with the secretary of

state. You may verify the general partner information of record with the secretary of state by calling

(512) 463-5555 or by sending an e-mail to corpinfo@sos.state.tx.us.

If the new general partner is an individual, set forth the first name, middle initial, and last name of

that individual. Do not use prefixes (e.g., Mr., Mrs., Ms.). Add suffixes when needed to express

lineage (e.g., Jr., Sr., III), but do not include other suffixes or titles (e.g., M.D., Ph.D.). If the person

identified as a general partner is an organized entity, set forth the legal name of the organization.

If the space provided for items 7A through 7C is not sufficient, the information may be provided as

an exhibit or attachment to this form.

 Item 8—Other Changes to the Registration: Complete item 8 to make changes to the application

for registration, other than changes to name, purpose, and general partner information. If the space

Form 412

provided is insufficient, other changes to the registration may be provided as an exhibit or

attachment to this form.

Amendment to Registered Agent: A person designated as the registered agent of an entity must have

consented, either in a written or electronic form, to serve as the registered agent of the entity. (BOC

§ 5.201(b), effective January 1, 2010) Although the consent of the person designated as registered

agent is required, a copy of the written or electronic consent need not be submitted with an

amendment to registration that amends or changes the name of the designated registered agent.

Please note that the designation or appointment of a person as the registered agent by a managerial

official is an affirmation by that official that the person named as registered agent in the instrument

has consented to serve as registered agent. 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)

Amendment to Registered Office: 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).

 Effectiveness of Filing: An amendment to registration 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

day after the date the instrument is signed. In order for the instrument to

take effect under option C, the entity must, within ninety (90) days of the filing of the instrument,

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.

 Execution: Pursuant to section 4.001 of the BOC, the amendment to registration must be signed by

a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument.

Generally, a general partner must sign an amendment to the application for registration of a foreign

limited partnership.

The amendment to 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 an amendment to registration is $150.

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

Form 412

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 05/11

Form 412

This space reserved for office use.

Form 412

(Revised 05/11)

Submit in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512/463-5709

Filing Fee: $150

Amendment to Registration

of a

Foreign Limited Partnership

Entity Information

1. The legal name of the foreign limited partnership is:

State the name of the entity as currently shown in the records of the secretary of state.

2. If the limited partnership attained its registration under an assumed name, the qualifying assumed

name as shown on the records of the secretary of state is:

3. The registration was issued to the foreign limited partnership on:

mm/dd/yyyy

The file number issued to the entity by the secretary of state is:

Amendments to Application

4. The registration is amended to change the legal name of the foreign limited partnership as amended

in the entity’s jurisdiction of formation. The new name is:

5. The new name of the entity is not available for use in Texas or fails to include an appropriate

organizational designation. Or, the entity wishes to amend the qualifying assumed name stated on its

application for registration or amended registration. The assumed name the entity elects to adopt for

purposes of maintaining its registration is:

6. The registration is amended to change the business or activity stated in its application for

registration or amended registration. The business or activity that the entity proposes to pursue in this

state is:

The entity certifies that it is authorized to pursue the same business or activity under the laws of the

entity’s jurisdiction of formation.

Form 412

7. The foreign limited partnership amends its registration to add, delete, or change the name of a

general partner stated in its application for registration or amended registration in order to reflect the

following changes.

7A. The partnership has admitted a new general partner whose name and address are:

Name of New General Partner

Street or Mailing Address of New Partner City State Country Zip Code

7B. The person named below has withdrawn as a general partner of the limited partnership.

Name of Withdrawn General Partner

7C. The partner named below has undergone a change of name.

Name of general partner as currently shown on the records of the secretary of state.

The new name and current address of the partner are set forth below:

New Name of General Partner

Street or Mailing Address City State Country Zip Code

Other Changes to the Application for Registration

8. The foreign filing entity desires to amend its application for registration to make changes other

than or in addition to those stated above. Statements contained in the original application or any

amended application are identified by number or description and changed to read as follows:

Effectiveness of Filing (Select either A, B, or C.)

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:

C. This document takes effect upon the occurrence of a future event or fact, other than the

passage of time. The 90

day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

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:

By:

Signature of authorized person

Printed or typed name of authorized person (see instructions)

Form 412

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