SECTION 80.2. Application for Registration of a Foreign Limited Liability Partnership

(a) Initial statement. To transact business in Texas, a foreign limited liability partnership must file an application for registration that complies with §152.905 and Chapters 4 and 9 of the Texas Business Organizations Code. The secretary of state has promulgated a form for this purpose; however, use of such form is not mandatory. See Form 307, available at http://www.sos.state.tx.us/corp/forms_boc.shtml. Applications submitted for filing with the secretary of state must be executed by a majority in interest of the partners or by one or more partners authorized by a majority in interest of the partners and must contain the following information:

(1) the name of the partnership;

(2) the federal tax identification number of the partnership;

(3) the state of formation and the date of its initial registration as a limited liability partnership in that state;

(4) the date the limited liability partnership began or will begin to transact business in Texas;

(5) a statement that the foreign limited liability partnership validly exists as a limited liability partnership under the laws of the state of its formation;

(6) the street address of a partnership office in Texas and the street address of the partnership's chief executive office;

(7) the street address of its proposed registered office in Texas and the name of its proposed registered agent in Texas at such address;

(8) a statement that the partnership appoints the secretary of state as its agent for service of process under the circumstances set forth in §5.251 of the Texas Business Organizations Code;

(9) the number of partners in Texas at the date of application; and

(10) a brief statement of the business in which the partnership engages.

(b) Name of the partnership. The name of the limited liability partnership shall contain the phrase "limited liability partnership" or an abbreviation thereof. In addition to the limited liability partnership designation, names of limited liability partnerships that are organized as limited partnerships must also include the word "limited" or the phrase "limited partnership," or an abbreviation thereof. When processing a limited liability partnership registration, the secretary of state does not review the name of the partnership, or a change of name, to determine whether the name conforms with the entity name availability rules of §§79.30 - 79.54 of this title. Names of limited liability partnerships that are organized as limited partnerships, however, will be reviewed for availability when the secretary of state processes the separate limited partnership application for registration.

(c) Federal tax identification number. A partnership which has applied for, but not obtained, a federal tax identification number at the time of submission may provide a statement to that effect in its application for registration. Once the partnership has obtained its federal tax identification number, the partnership shall amend its application for registration to provide the identification number required under §9.007(b)(2) of the Texas Business Organizations Code and subsection (a)(2) of this section.

(d) Fee. The fee for filing a new or renewal application for registration is $200 per partner in Texas, but not less than $200 and not more than $750. In the case of a limited liability limited partnership, calculation of the filing fee would be determined by the number of general, not limited, partners in Texas at the time of submission.

(e) Partners in Texas. For purposes of this section, a partner is considered to be in Texas if:

(1) the partner is a resident of the state;

(2) the partner is domiciled or located in the state;

(3) the partner is licensed or otherwise legally authorized to perform the services of the partnership in this state; or

(4) the partner, or a representative of the partnership working under the direct supervision or control of the partner, will be providing services or otherwise transacting the business of the partnership within the state for a period of more than 30 days.

Source Note: The provisions of this §80.2 adopted to be effective February 18, 1998, 23 TexReg 1532; amended to be effective January 1, 2010, 34 TexReg 9173