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Texas Partnership
Texas Foreign Limited Partnership
Foreign Limited Partnership Name
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Provide the full legal name of the limited
partnership as stated in the limited partnership's formation document. Section 1.03 of the Texas Revised
Limited Partnership Act (TRLPA) and the secretary of state’s name availability rules provide that a
limited partnership name cannot be the same as, or deceptively similar to, the name of any domestic or
foreign corporation, limited partnership, limited liability company, or any name reservation or
registration filed with the secretary of state. Therefore, the foreign limited partnership's name will be
checked for availability upon submission of the application. If the name of the entity is the same as or
deceptively similar to, or similar to the name of an existing corporation, limited partnership, or limited
liability company, name reservation or name registration the document cannot be filed. The
administrative rules adopted for determining entity name availability (Texas Administrative Code, Title
1, Part 4, Chapter 79, Subchapter C) may be viewed at the secretary of state web site at
www.sos.state.tx.us/tac/index.html. If you wish the secretary of state to provide a preliminary
determination on “name availability,” you may call (512) 463-5555 or e-mail your name inquiry to
corpinfo@sos.state.tx.us. A final determination cannot be made until the document is received and
processed by the secretary of state.
Effective Date: Pursuant to Section 2.12 of the TRLPA, the effectiveness of the application for
registration may be delayed as of a date not more than ninety (90) days from the date of filing with the
secretary of state. Please note that upon 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 will be shown as active on the records of the secretary of state.
A foreign limited partnership that is transacting business in Texas is required to file an
application for certificate of authority with the Secretary of State. Foreign limited partnership is defined
as a limited partnership organized under the laws of another state, including the District of Columbia,
the Commonwealth of Puerto Rico, or any territory, possession, or other jurisdiction of the United
States.
- Application for Certificate of Authority containing
the following information
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Limited Partnership Legal Name
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Limited Partnership Fictitious Name: The name of the foreign limited partnership
must contain one of the following words of organization: “Limited Partnership,” “Limited,” or the
abbreviations “L.P.,” “LP,” or “Ltd.” If the legal name of the limited partnership fails to contain one of
the words of organization, the limited partnership must complete item 2A of the application by stating
the legal name of the limited partnership with one of the words of organization added for purposes of
qualification and transaction of business in Texas.
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Federal Employer Identification Number: Enter the limited partnership’s federal
employer identification number (FEIN) in the space provided. The FEIN is a 9-digit number (e.g., 12-
3456789) that is issued by the Internal Revenue Service (IRS). If the limited partnership has not
received its FEIN at the time of submission, you may note this on the application form.
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Jurisdictional Information: Provide the name of the state or U.S. territory of the
partnership’s jurisdiction of formation and the date on which the entity was formed under the laws of the
jurisdiction of its formation.
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Registered Agent and Registered Office: The limited partnership cannot
act as its own registered agent: do not enter the partnership name as the name of the registered
agent. A post office box is not sufficient as a
registered office address unless the registered office is located in a town with a population of less
than 5,000.
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Purpose: The nature of the business or purpose or purposes that the limited partnership
proposes to conduct or promote in Texas should be entered in the space provided. You may use general
language, such as "transaction of all lawful business" unless a more limited purpose is stated in its
partnership agreement. However, it is not acceptable to use "transaction of all lawful business permitted
under the laws of [another state]." Other state laws may permit limited partnerships to pursue purposes
not authorized by Texas law, and a foreign limited partnership can have no greater rights or privileges
than a domestic limited partnership.
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Appointment of Secretary of State: The application for registration contains an
appointment of the secretary of state as the foreign limited partnership’s agent for service of process
under the circumstances set forth in Section 9.10(b) of the TRLPA. These circumstances include the
cancellation of the partnership’s certificate of registration and the failure of the partnership to maintain a
registered agent at the registered office address.
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General Partners: Provide the name and mailing address and street address of the
business or residence of each general partner of the partnership. If the space provided is not sufficient,
you may include an attachment to the application form.
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Certification of Entity Status: By signing the application for certificate of authority,
the authorized partner is certifying that the limited partnership currently exists as a valid limited
partnership under the laws of the jurisdiction of its formation. Please note that the submission of a false
or fraudulent document to the secretary of state is a Class A misdemeanor.
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Commencement of Business
- Filling Fees
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