A partnership must file a registration application with the secretary of state to become a limited liability partnership, and the filing must include specified partnership details and signatures.
Sec. 152.802. REGISTRATION. (a) In addition to complying with Section 152.803, a partnership, to become a limited liability partnership, must file an application for registration with the secretary of state in accordance with Chapter 4 and this section. The application must: (1) set out: (A) the name of the partnership; (B) the federal taxpayer identification number of the partnership; (C) the street address of the partnership's principal office in this state or outside of this state, as applicable; and (D) the number of partners at the date of application; and (2) contain a brief statement of the partnership's business. (b) The application must be signed by: (1) a majority-in-interest of the partners; or (2) one or more partners authorized by a majority-in-interest of the partners. (c) A partnership is registered as a limited liability partnership by the secretary of state on: (1) the date on which a completed application is filed in accordance with Chapter 4; or (2) a later date specified in the application. (c-1) An application for registration of a limited liability partnership accepted by the secretary of state is an effective registration and is conclusive evidence of the satisfaction of all conditions precedent to an effective registration. (d) A registration is not affected by subsequent changes in the partners of the partnership. (e) The registration of a limited liability partnership is effective until it is withdrawn or terminated. (f) A registration may be withdrawn by filing a withdrawal notice with the secretary of state in accordance with Chapter 4. A certificate from the comptroller stating that all taxes administered by the comptroller under Title 2, Tax Code, have been paid must be filed with the notice of withdrawal. A withdrawal notice terminates the status of the partnership as a limited liability partnership from the date on which the notice is filed or a later date specified in the notice. A withdrawal notice must: (1) contain: (A) the name of the partnership; (B) the federal taxpayer identification number of the partnership; (C) the date of registration of the partnership's application under this subchapter; and (D) the current street address of the partnership's principal office in this state and outside this state, if applicable; and (2) be signed by: (A) a majority-in-interest of the partners; or (B) one or more partners authorized by a majority-in-interest of the partners. (g) Repealed by Acts 2015, 84th Leg., R.S., Ch. 23 , Sec. 10, eff. January 1, 2016. (h) The secretary of state may remove from its active records the registration of a limited liability partnership the registration of which has been withdrawn or terminated. (i) Repealed by Acts 2011, 82nd Leg., R.S., Ch. 139, Sec. 66(2), eff. September 1, 2011. (j) A document filed under this subchapter may be amended by filing an application for amendment of registration with the secretary of state in accordance with Chapter 4 and this subsection. The application for amendment must: (1) contain: (A) the name of the partnership; (B) the taxpayer identification number of the partnership; (C) the identity of the document being amended; (D) the date on which the document being amended was filed; (E) a reference to the part of the document being amended; and (F) the amendment or correction; and (2) be signed by: (A) a majority-in-interest of the partners; or (B) one or more partners authorized by a majority-in-interest of the partners. (k) Except in a proceeding by the state to terminate the registration of a limited liability partnership, the registration of a limited liability partnership continues in effect so long as there has been substantial compliance with the registration provisions of this section and substantial compliance with the annual reporting requirements of Section 152.806. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 48, eff. September 1, 2009. Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 47, eff. September 1, 2011. Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 66(2), eff. September 1, 2011. Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 4, eff. January 1, 2016. Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 10, eff. January 1, 2016.