Fill - Free fillable Form 804General Information: (Periodic Report Limited Partnership) The (Texas Secretary of State) PDF form

Form 804 ─ Page 1 of 5

Form 804—General Information

(Periodic Report – 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

A limited partnership is required by Section 153.301 of the Texas Business Organizations Code (BOC) to file a

periodic report that lists the names and addresses of each general partner of the limited partnership. The Office of

the Secretary of State may require a domestic limited partnership or a foreign limited partnership registered to

transact business in this state to file a periodic report not more than once every four years. The failure to file the

report when due will result, after notice, in the termination of the certificate of formation of the domestic limited

partnership or the revocation of registration of the foreign limited partnership.

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.

Instructions for Form

 File Number: It is recommended that the file number assigned by the Secretary of State be provided to

facilitate processing of the document.

 1—Limited Partnership Name: Provide the legal name of the limited partnership. Changes to the name

of the limited partnership require an amendment to the certificate or registration of the limited partnership.

See Additional Documentation instructions below.

 2—Jurisdictional Information: Provide the state or other jurisdiction under the laws of which the limited

partnership is formed.

 3—Registered Agent: The registered agent can be either: (option A) a domestic entity or a foreign entity

that is registered to do business in Texas; or (option B) an individual resident of the state. The limited

partnership cannot act as its own registered agent; do not enter the entity name as the name of the registered

agent.

Consent: 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. Although consent is required, a copy of the

person’s written or electronic consent need not be submitted with the periodic report. 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)

 4—Registered Office Address: 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)

 5—Principal Office Address: The address of the principal office in the United States where records are to

be kept or made available must include the street or building address, including apartment or suite number,

city, state, zip code, and country.

Form 804 ─ Page 2 of 5



6—General Partner: Provide the name and address of each general partner on record with the Secretary of

State for the limited partnership. If the space provided is insufficient, include the information as an

attachment to this form for item 6. Address changes for existing general partners are allowed. Additions or

deletions of general partners, or changing the name of an existing general partner require an amendment to

the certificate or registration of the limited partnership. See Additional Documentation instructions below.

 Execution: Pursuant to Section 153.302(3) of the BOC, the periodic report must be signed by at least one

general partner. If the general partner is a legal entity such as a corporation, a person authorized to execute

documents on behalf of such entity must sign the periodic report. For example: Jane Esquire, President of

ABC Incorporators, Inc. In this case, please print the entity name on the “Signed on behalf of the limited

partnership” line, followed by the signature of an officer on the “By (general partner)” line. If the general

partner is an individual, please print the individual’s name on the “Signed on behalf of the limited

partnership” line, followed by the individual’s signature on the “By (general partner)” line. The periodic

report need not be notarized; however, before signing, please read the statements on this form carefully.

The designation or appointment of a person as registered agent by an organizer or managerial official is an

affirmation by the organizer or managerial official that the person named in the instrument as registered

agent has consented to serve in that capacity. (BOC § 5.2011)

A person commits an offense under Section 4.008 of the BOC if the person signs or directs the filing of a

filing instrument that the person knows is materially false with 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.

 Filing Fees: The filing fee for a periodic report for a limited partnership is $50. If the limited partnership

has forfeited its right to conduct affairs for failure to file the periodic report within thirty (30) days of the

first notification, the fee is the original $50 plus a late fee of $25 per month or part of a month for one

hundred twenty (120) days following the forfeiture (maximum late fee $100).

 Additional Documentation:

Name Change (optional): To change the name of the limited partnership at the same time of filing the

required periodic report, an amendment (Form 424 or 412, as appropriate) and filing fee of $150 and Form

804 and filing fee (as stated in Filing Fees), must be submitted at the same time to the Reports Unit for

filing.

General Partner Change: To add, delete, or change the name of an existing general partner at the same

time of filing the required periodic report, an amendment (Form 424 or 412, as appropriate) and filing fee of

$150 and Form 804 and filing fee (as stated in Filing Fees), must be submitted at the same time to the

Reports Unit for filing.

Reinstatement: If the report is not filed within the one hundred twenty (120) day period from the date of

the second notification, the certificate of formation of the domestic limited partnership will be terminated or

the registration of the foreign limited partnership will be revoked. The limited partnership may be relieved

of the termination or revocation and reinstated by submitting the required periodic report (Form 804) and

filing fee which totals $225 ($50 filing fee for the report, $100 late fee, and a $75 reinstatement fee).

Tax Clearance from Comptroller of Public Accounts: A tax clearance letter from the Texas

Comptroller of Public Accounts stating that the filing entity has satisfied all franchise tax liabilities and

may be reinstated is required to be filed with Form 804 and filing fee of $225. Form 811 is not required

when reinstating. Contact the Comptroller for assistance in complying with franchise tax filing

requirements and obtaining the necessary tax clearance letter by email at: tax.help@cpa.state.tx.us or

by calling (800) 252-1381 or (512) 463-4600.

Amendment to Certificate of Formation or Registration: The name of the partnership must be

available at the time of reinstatement. The administrative rules adopted for determining entity name

availability (Texas Administrative Code, Title 1, Part 4, Chapter 79, subchapter C) may be viewed at:

http://www.sos.state.tx.us/tac/index.shtml A preliminary determination on “name availability” may be

obtained by calling (512) 463-5555 or e-mail to: corpinfo@sos.state.tx.us

At the time of reinstating, if the limited partnership name is no longer available, or if written consent is

required but cannot be obtained for the use of the name, simultaneously submit: (A) a certificate of

amendment to the certificate of formation to change the name of the domestic entity as a condition of

reinstatement; or (B) an amended registration to state the assumed name under which the foreign entity

shall transact business. The amendment (Form 424 or 412, as appropriate) and filing fee of $150 and

Form 804 and filing fee of $225, and the tax clearance letter, must be submitted at the same time to the

Reports Unit for filing. Forms 424 and 412 are available at:

http://www.sos.state.tx.us/corp/forms_boc.shtml

Upon completing the reinstatement process of submitting all required forms, paying all applicable filing

fees, and meeting all filing requirements, the status of the limited partnership will be changed to in

existence.

 Payment Instructions: Accepted methods of payment are: (1) a check or money order payable through a

U.S. bank or financial institution made payable to the Secretary of State; (2) a valid American Express,

Discover, MasterCard, or Visa credit card (subject to a statutorily authorized convenience fee of 2.7% of the

total fees incurred); (3) a funded LegalEase account; or (4) a prefunded Secretary of State client account.

Use Form 815 at: http://www.sos.state.tx.us/corp/forms_reports.shtml to pay by credit card, LegalEase, or

client account.

 Delivery Instructions: Submit the completed form(s), with the filing fees, in duplicate to the Secretary of

State. Mail to: Secretary of State, Reports Unit, P.O. Box 12028, Austin, Texas 78711-2028; deliver to:

James Earl Rudder Office Building, Reports Unit, 1019 Brazos, Austin, Texas 78701; or fax to: (512) 463-

1423 (requires Form 815 for payment). On filing the document(s), 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. If you require additional assistance, you may contact the Reports

Unit at: (512) 475-2705.

Revised 07/13

Form 804 ─ Page 3 of 5

Form 804 ─ Page 4 of 5

This space reserved for filing office use.

Periodic Report

of a

Limited Partnership

Form 804

(Revised 11/12)

Submit in duplicate to:

Secretary of State

Reports Unit

P.O. Box 12028

Austin, TX 78711-2028

Phone: (512) 475-2705

FAX: (512) 463-1423

Dial: 7-1-1 for Relay Services

Filing Fee: See Instructions

File Number:

1. The name of the limited partnership is: (A name change requires an amendment; see Instructions)

2. It is organized under the laws of: (Set forth state or foreign country)

3. The name of the registered agent is:

A. The registered agent is an organization (cannot be entity named above) by the name of:

B. The registered agent is an individual resident of the state whose name is:

First Name MI Last Name Suffix

4. The registered office address, which is identical to the business address of the registered agent in Texas, is:

(Only use street or building address; see Instructions)

Street Address City State

Zip Code

5. The address of the principal office in the United States where the records are to be kept or made available

is: (Only use street or building address; see Instructions)

Street or Mailing Address City State Zip Code Country

USA

6. The names and addresses of all general partners of the limited partnership are:

(Address changes are allowed;

additions or deletions of general partners, or a name change of an existing general partner require an amendment; see Instruction 6.)

NAME AND ADDRESS OF GENERAL PARTNER (Enter the name of either an individual or an organization, but not both.)

IF INDIVIDUAL

First Name MI Last Name Suffix

IF ORGANIZATION

Organization Name

Street or Mailing Address City State Zip Code Country

Form 804 ─ Page 5 of 5

NAME AND ADDRESS OF GENERAL PARTNER

(Enter the name of either an individual or an organization, but not both.)

IF INDIVIDUAL

First Name MI Last Name Suffix

IF ORGANIZATION

Organization Name

Street or Mailing Address City State Zip Code Country

NAME AND ADDRESS OF GENERAL PARTNER (Enter the name of either an individual or an organization, but not both.)

IF INDIVIDUAL

First Name MI Last Name Suffix

IF ORGANIZATION

Organization Name

Street or Mailing Address City State Zip Code Country

Execution:

The undersigned affirms that the person designated as registered agent has consented to the appointment. 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:

Signed on behalf of the limited partnership

By (general partner)

Reset

Download
Save PDF to desktop

Email
Email completed PDF

Send for Signing
Email for others to sign

Print
Print document

NAME

Form 804General Information: (Periodic Report Limited Partnership) The (Texas Secretary of State)

View Audit Log
Print With Audit Log
Duplicate Document

Fill Online, Printable, Fillable, Blank Form 804General Information: (Periodic Report Limited Partnership) The (Texas Secretary of State) Form

Related forms

Fillable Form 804General Information: (Periodic Report Limited Partnership) The (Texas Secretary of State)

Fill Online, Printable, Fillable, Blank Form 804General Information: (Periodic Report Limited Partnership) The (Texas Secretary of State) Form

Related forms

First 20 documents completely FREE!