PDF document

- 1 -

                                    Form 307—General Information 
             (Application for Registration of a Foreign Limited Liability Partnership) 

The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code 
provisions.  This form and the information provided are  not substitutes for the advice and services  of an 
attorney and tax specialist.

                                            Commentary 

To transact business in Texas, a foreign limited liability partnership must register with the secretary of 
state under chapters 9 and 152 of the Texas Business Organizations Code (BOC).  The registration 
requirements of chapter 9 apply to a foreign corporation, foreign limited partnership, foreign limited 
liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, 
foreign public or private limited company, or another foreign entity, the formation of which, if formed in 
Texas, would require the filing of a certificate of formation with the secretary of state.  Also, a foreign 
entity that affords limited liability to any owner or member under the laws of its jurisdiction of 
formation is required to register. 

Failure to Register:  A foreign entity may engage in certain limited activities in the state without being 
required to register (BOC § 9.251).  However, a foreign entity that fails to register when required to do 
so 1) may be enjoined from transacting business in Texas on application by the attorney general, 2) may 
not maintain an action, suit, or proceeding in a court of this state until registered, and 3) is subject to a 
civil penalty in an amount equal to all fees and taxes that would have been imposed if the entity had
registered when first required.  

A partner of a foreign limited liability partnership is not liable for a debt or obligation of the partnership 
solely because the partnership transacted business in this state without registration (BOC § 152.910). 

Penalty for Late Filing:  A foreign entity that has transacted business in the state for more than ninety
(90) days is also subject to a late filing fee.  The secretary of state may condition the filing of the 
registration on the payment of a late filing fee that is equal to the registration fee for each year, or part of 
a year, that the entity transacted business in the state without being registered. 

Taxes: Limited liability partnerships are subject to a state franchise tax.  Contact the Texas Comptroller 
of Public Accounts, Tax Assistance Section, Austin, Texas, 78774-0100, (512) 463-4600 or (800) 252-
1381 for franchise tax information.  For information relating to federal employer identification numbers, 
federal income tax filing requirements, tax publications and forms call (800) 829-3676 or visit the 
Internal Revenue Service web site at www.irs.gov. 

A foreign limited partnership that is also a limited liability limited partnership must comply with the 
registration requirements of chapter 9 of the BOC as a limited partnership in addition to its registration 
as a limited liability partnership. Form 306 may be used to effect the registration of a foreign limited 
partnership. 

Term of Registration:   A registration of a foreign limited liability partnership is effective until the first 
anniversary of the date after the date of registration or a later effective date unless withdrawn or revoked 
at an earlier time or renewed under section 152.908 of the BOC (BOC § 152.905(e)). 

Form 307                                          1

- 2 -

Enlarge image

Change in Partners: A registration of a foreign limited liability partnership is not affected by
subsequent changes in the number of partners in this state (BOC § 152.905(d)). However, please note
that if the foreign limited liability partnership is also registered as a foreign limited partnership, the
limited partnership must file an application for amended registration to reflect the admission or
withdrawal of a general partner or a change of name to the general partner stated in its application for
registration. (Form 412)

Instructions for Form
 Item 1—Entity Name: Provide the full legal name of the foreign entity as stated in the entity’s
formation or registration document. Do not include a “d/b/a” or assumed name in item 1. The name
of the foreign entity must comply with chapter 5 of the BOC. Chapter 5 requires that the name of a
foreign limited liability partnership contain a recognized term of organization as listed in sections
5.055 and 5.063 of the BOC.

 Item 2—Assumed Name: If the entity name fails to contain an appropriate organizational
designation for the entity type, a recognized organizational designation should be added to the legal
name and set forth in item 2. Accepted organizational designations for a foreign limited liability
partnership are “limited liability partnership” or an abbreviation of that phrase. The name of a
foreign limited partnership that is a limited liability partnership may contain the words “limited
liability limited partnership,” an abbreviation of that phrase, or the organization terms permitted by
section 5.063 (BOC § 5.055(b)).

In addition, the foreign entity is required to file an assumed name certificate in compliance with
chapter 71 of the Texas Business & Commerce Code. The promulgated form for filing the assumed
name with the secretary of state is Form 503. This form is not acceptable for filing with the county
clerk.

Item 3—Federal Employer Identification Number: Enter the entity’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). Provision of the partnership’s FEIN
is required under section 9.007(b)(2) of the BOC. If the entity has not received its FEIN at the time
of submission, this should be noted in item 3 on the application form. The partnership may file an
amendment to the registration after it receives its FEIN number from the IRS.

 Item 4—Jurisdictional Information: The application must state the foreign entity’s jurisdiction of
formation and the date of its initial registration as a limited liability partnership under the laws of its
jurisdiction in the format shown in the application.

 Item 5—Certification of Existence: The application also must contain a statement that the entity
exists as a valid foreign limited liability partnership under the laws of the entity’s jurisdiction of
formation.
 Item 6—Number of Partners: For purposes of completion of the application, the number of
partners means the number of partners in Texas as of the date of the statement. In the context of the
provisions of chapter 152, subchapter K, the term "partners" refers to general partners only in a
limited partnership registering as a limited liability partnership (BOC § 4.155(12)). For purpose of
determining the number of partners in Texas, the secretary of state has adopted administrative rules
providing that a partner is considered to be in Texas if:

Form 307 2

- 3 -

Enlarge image

         (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. 

  The filing fee is calculated by multiplying the number of partners listed in item 6 of the application 
  by $200.  However, the fee shall be not less than $200 nor exceed $750. 
 Item 7—Beginning Date of Business:    Provide the date the foreign entity began or will begin to 
  transact business in the state.  If the foreign entity has had prior activities within the state, the entity 
  may wish to consult with a private attorney regarding the beginning date of business.  The beginning 
  date of business is the date the entity’s activities were considered the transaction of business for 
  purposes of registration under chapters 9 and 152 of the BOC.  If the entity has transacted business 
  in Texas for more than 90 days before submission, a late filing fee will be assessed.
 Item 8—Principal Office Address: Provide the street or mailing address of the principal office of 
  the foreign entity. 

 Item 9—Initial Registered Agent and Registered Office: A registered agent can be either (option 
  A) a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an
  individual resident of the state.  The foreign partnership cannot act as its own registered agent; do 
  not enter the entity name as the name of the registered agent.

  Consent:  Effective January 1, 2010, a person designated as the registered agent of an entity must 
  have consented, either in a written or electronic form, to serve as the registered agent of the entity.
  Although consent is required, a copy of the person’s written or electronic consent need not be 
  submitted with the application for registration.     The liabilities and penalties imposed by sections 
  4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names 
  a person as the registered agent of an entity without that person’s consent. (BOC § 5.207) 

  Office Address Requirements:  The registered office address must be located at a street address 
  where service of process may be personally served on the entity’s registered agent during normal 
  business hours.  Although the registered office is not required to be the entity’s principal place of 
  business, the registered office may not be solely a mailbox service or telephone answering service 
  (BOC § 5.201).

 Item 10—Appointment of Secretary of State:           By signing the application for registration, the 
  foreign entity consents to the appointment of the secretary of state as an agent of the foreign limited 
  liability partnership for service of process under the circumstances described by section 5.251 of the 
  BOC (BOC § 9.007(b)(11)). 

 Item 11—Business or Activity to be Pursued in Texas: The application must state each business 
  or activity that the entity proposes to pursue in Texas, which may be stated to be “any lawful 
  business or activity under the law of this state.” 

 Effectiveness of Filing: The application for registration of a limited liability partnership becomes 
  effective as of the date of filing by the secretary of state (option A).  However, pursuant to sections 

Form 307                                              3

- 4 -

Enlarge image

4.052, 4.053, and 152.905(c) of the BOC the effectiveness of the instrument may be delayed to a
date not more than ninety (90) days from the date the instrument is signed (option B).

On 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’s
registration will be shown as “in existence” on the records of the secretary of state.

 Execution: Pursuant to section 152.905 of the BOC, the application for registration must be signed
by a majority-in-interest of the partners or by one or more partners authorized by a majority-in-
interest of the partners.

The application for registration need not be notarized. However, before signing, please read the
statements on this form carefully. The designation or appointment of a person as the registered
agent by a managerial official is an affirmation by that official that the person named in the
instrument has consented to serve as registered agent. (BOC § 5.2011, effective January 1, 2010)

A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing
of a filing instrument the person knows is materially false with the intent that the instrument be
delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the
person’s intent is to harm or defraud another, in which case the offense is a state jail felony.

 Payment and Delivery Instructions: The filing fee for an application for registration of a foreign
limited liability partnership is $200 per general partner not to exceed $750. In addition, the
foreign entity will be assessed a late filing fee for each year of delinquency if the entity has
transacted business in Texas for more than 90 days prior to filing the application for registration.
For purposes of computing the late filing fee, a partial calendar year is counted as a full year. Fees
may be paid by personal checks, money orders, LegalEase debit cards, or American Express,
Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable through a
U.S. bank or financial institution and made payable to the secretary of state. Fees paid by credit card
are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees.

Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O.
Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl
Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax,
credit card information must accompany the transmission (Form 807). On filing the document, the
secretary of state will return the appropriate evidence of filing to the submitter together with a file-
stamped copy of the document, if a duplicate copy was provided as instructed.

 FYI: A foreign limited liability partnership is required to maintain a registered agent and a
registered office address in Texas. If the registered agent or registered office address changes, it is
important to file a statement with the secretary of state to effect a change to the application for
registration. Failure to maintain a registered agent and registered office may result in the revocation
of the entity’s registration.
Revised 05/11

Form 307 4

- 5 -

Enlarge image

Form 307 This space reserved for office use.
(Revised 05/11)

Submit in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697 Application for
512 463-5555 Registration
FAX: 512/463-5709 of a Foreign Limited
Filing Fee: See instructions Liability Partnership

1. The entity is a foreign limited liability partnership or foreign limited liability limited partnership.
The name of the entity is:

Provide the full legal name of the entity as stated in the entity’s formation/registration document in its jurisdiction of formation.
2. The name of the partnership in its jurisdiction of formation does not contain the phrase “limited
liability partnership” or “limited liability limited partnership” or an abbreviation of one of these
phrases. The name of the entity with the word or abbreviation that it elects to add for use in Texas is:

3. The entity’s federal employer identification number is:
Federal employer identification number information is not available at this time.

4. It is organized under the laws of: (set forth state or foreign country)

and the date of its initial registration in that jurisdiction is:
mm/dd/yyyy
5. As of the date of filing, the undersigned certifies that the foreign limited liability partnership
currently exists as a valid limited liability partnership under the laws of the jurisdiction of its
formation.

6. The number of general partners in Texas as of the date of the application is: (See instructions.)

7. The date on which the foreign entity intends to transact business in Texas, or the date on which the
foreign entity first transacted business in Texas is:
mm/dd/yyyy Late fees may apply (see instructions).
8. The principal office address of the limited liability partnership is:

Address City State Country Zip/Postal Code
Complete item 9A or 9B, but not both. Complete item 9C.
9A. The registered agent is an organization (cannot be entity named above) by the name of:

OR
9B. The registered agent is an individual resident of the state whose name is:

First Name M.I. Last Name Suffix

Form 307 5

- 6 -

Enlarge image

9C. The business address of the registered agent and the registered office address is:

TX
Street Address City State Zip Code

10. The entity hereby appoints the Secretary of State of Texas as its agent for service of process under
the circumstances set forth in section 5.251 of the Texas Business Organizations Code.

11. The business or activities of the entity that it proposes to pursue in the transaction of business in
Texas are set forth below.

Effectiveness of Filing (Select either A or B)

A. This document becomes effective when the document is filed by the secretary of state.
B. This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:

Execution

The undersigned affirms that the person designated as registered agent has consented to the
appointment. The undersigned signs this document subject to the penalties imposed by law for the
submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the
undersigned is authorized under the provisions of law governing the entity to execute the filing
instrument.

Date:

Signature of a majority-in-interest of the partners or signature of
one or more of the partners authorized by a majority-in-interest.

Print Reset

Form 307 6

PDF file checksum: 1779668057

(Plugin #1/9.12/13.0)