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Certificate of a limited partnership (Texas)

This form is to certify a limited partnership in Texas. The form registers the name of the limited partnership, registered office address in Texas, the registered agent's address, and the general partner's names and addresses. The form provided here is simply a sample of what the actual Form 207 looks like.

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697

CERTIFICATE OF LIMITED PARTNERSHIP

1. The name of the limited partnership is __________________________________

2. The street address of its proposed registered office in Texas is (a P.O. Box is not sufficient) and the name of its proposed registered agent in Texas at such address is ___________________________________

3. The address of the principal office in the United States where records of the partnership are to be kept or made available is ______________________________________________

4. The name, the mailing address, and the street address of the business or residence of each general partner is as follows:

NAME ___________________________
MAILING ADDRESS _________________________________
CITY ______________________________
STATE ____________________________
ZIP CODE ________________________

STREET ADDRESS _________________________________
CITY ______________________________
STATE ____________________________
ZIP CODE ________________________

Date Signed: ____________________

_______________________________________________ General Partner(s)


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INSTRUCTIONS FOR FILLING OUT THIS FORM
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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 one or more partners, including all of the general partners, must execute a certificate of limited partnership and file that certificate with the secretary of state.

The foregoing form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form for any particular purpose. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the certificate of limited partnership.

Name: Section 1.03 of the Act provides that the name of a limited partnership must contain the words "Limited Partnership," or "Limited," or the abbreviation "L.P.," or "Ltd." as the last words or letters of its name and 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 also may 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. Further, the name of the limited partnership may not be the same as, or deceptively similar to the name of an existing corporation, limited partnership, limited liability company, or a name that has been reserved or registered, except that a written consent may be obtained as appropriate under the secretary of state's name availability rules for names that are deemed similar requiring a letter of consent. Whether the name chosen is available for use in Texas may be determined by telephone at (512) 463-5555 or by e-mail to [email protected]/ This is only a preliminary clearance. The final decision on the name will be made when the document is submitted for filing.

Submission & Fee: The certificate must be signed by all of the general partners of the partnership. Submit the certificate along with a $750.00 filing fee to: Secretary of State, Statutory Filings Division, Corporations Section, P.O. Box 13697, Austin, Texas 78711-3697. The delivery address is: Secretary of State, Statutory Filings Division, Corporations Section, James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. Personal checks and MasterCard®, Visa®, and Discover® are accepted in payment of the filing fee. Checks should be made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.

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