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Texas Partnerships
Texas Limited Partnership
Limited Partnership Name
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The organizational endings for a limited partnership are the words “Limited Partnership,” “Limited,” or
the abbreviations “L.P.,” “LP,” or “Ltd,” which must appear at the end of the partnership name. The
name of the limited partnership may not contain the name of a limited partner unless that name is also
the name of a general partner, or the business of the partnership had been carried on under that name
before the admission of that limited partner. The name of the limited partnership also must not contain a
word or phrase indicating or implying that it is a corporation or that it is organized other than for a
purpose stated in its partnership agreement.
The Texas Revised Limited Partnership Act, Tex. Rev. Civ. Stat. Ann. Art.
6132a-1 governs the formation of a limited partnership in Texas. A limited partnership is defined by the
Act as a “partnership formed by two or more persons under the laws of Texas and having one or more
general partners and one or more limited partners.” “Person” includes a partnership, limited partnership,
foreign limited partnership, trust, estate, corporation, person acting as a trustee or executor, or other
entity. One person may not form a limited partnership by showing only himself or herself as both
limited and general partner. The Act provides that in order to form a limited partnership, the partners
must enter into a partnership agreement and file the certificate of limited partnership with the secretary
of state.
Effective Date: A certificate of limited partnership becomes effective as of the date of its filing by
the secretary of state. However, pursuant to Section 2.12 of the Act, the effectiveness of a certificate of
limited partnership may be delayed as of a date not more than ninety (90) days from the date of its 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.
- Certificate of Limited Partnership containing
the following information
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Limited Partnership Name.
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Principal Office: A domestic limited partnership is required to keep and maintain
certain records (See, Section 1.07 of the Act) in its principal office in the United States or make them
available in that office within five (5) days after the date of receipt of a written request of a partner of
the partnership or of an assignee of a partnership interest.
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Registered Agent and Registered Office: The
partnership cannot act as its own registered agent: do not enter the partnership name as the name
of the registered agent.
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General Partner Information: A minimum of one general partner is required. A
partner may be a natural person, or an organized entity, such as a corporation or limited liability, or
other legal person. You must provide both the mailing address and street address of the business or
residence of each general partner.
- Filling Fees
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