Form 609—General Information 
        (Certificate of Withdrawal of Registration of a Foreign Limited Liability Partnership) 

 The attached form is designed 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 
 
A foreign limited liability partnership that has ceased to transact business in the state may voluntarily 
withdraw its application for  registration pursuant to section 152.906 of the Texas Business 
Organizations Code (BOC).

                                      Instructions for Form 

 Items 1—6: Entity Information:      The certificate of withdrawal of registration must contain the 
  legal name of the foreign limited liability partnership, the jurisdiction of formation, the federal 
  employer identification number, the date of effectiveness of the last application for registration or 
  renewal of registration, and the principal office address.  It is recommended that the file number 
  assigned by the secretary of state be provided to facilitate processing of the document. 

 Service of Process:        The certificate of withdrawal must indicate that the foreign limited liability 
  partnership is no longer transacting business in Texas.  Further, the certificate must revoke the 
  authority of the partnership’s registered agent to accept service of process and consent that service of 
  process may be made on the foreign limited liability partnership by serving the secretary of state.  In 
  addition, the application must set forth the address to which the secretary of state may mail a copy of 
  any process against the foreign limited liability partnership served on the secretary of state. 

  Money Due to the State:  The certificate of withdrawal of registration must indicate that any money 
  due or accrued to the state has been paid or that adequate provision has been made for the payment 
  of the money. Please note that imitedl liability partnerships are subject to a state franchise tax. 
 Tax Certificate:  A certificate of withdrawal of registration must be accompanied by a certificate of 
  account status from the Texas Comptroller of Public Accounts indicating that all taxes administered 
  by the Comptroller under Title 2, Tax Code have been paid and that the entity is in good standing for
  the purpose of withdrawal.  Please note that the Comptroller issues many different types of 
  certificates of account status.  Do not attach a certificate or print-out obtained from the 
  Comptroller’s web site as this does not meet statutory requirements.  You need to attach form #05-
  305, which is obtained directly from a Comptroller of Public Accounts representative. 
  Requests for certificates or questions on tax status should be directed to the Tax Assistance Section, 
  Comptroller of Public Accounts, Austin, Texas 78774-0100; (512) 463-4600 or toll-free (800) 252-
  1381.  You also may contact tax.help@cpa.state.tx.us.
 Effectiveness of Filing:  A certificate of withdrawal of registration becomes effective when filed by 
  the secretary of state (option A).  However, pursuant to sections 4.052, 4.053, and 152.907 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), but  not later than the expiration date of the 
  partnership’s term of registration. 

  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 

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  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 “withdrawn” on the records of the secretary of state. 

 Execution:     Pursuant to section 152.906 of the BOC, the certificate of withdrawal of registration 
  must be signed by a majority-in-interest of the partners; or one or more partners authorized by a 
  majority-in-interest of the partners. 

  The certificate of withdrawal need not be notarized.  However,  before signing, please read the 
  statements on this form carefully.    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 a certificate of withdrawal of registration is 
  $15. 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 appropriate tax certificate and 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. 

Revised 05/11 

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Form 609                                                                       This space reserved for office use. 
(Revised 05/11) 
Return in duplicate to: 
Secretary of State 
P.O. Box 13697 
Austin, TX 78711-3697     Certificate of Withdrawal 
512 463-5555 
                          Of Registration of a Foreign 
FAX: 512 463-5709 
                          Limited Liability Partnership
Filing Fee:  $15 

                          Entity Information 

1.  The name of the foreign limited liability partnership as registered in this state is:  

2.  The limited liability partnership was formed under the laws of: 
                                                                       Set forth state or foreign country. 

3.  The effective date of its last registration or renewal of registration is: 
                                                                                           mm/dd/yyyy 
4.  The federal employer identification number is: 
5.  The file number issued to the entity by the secretary of state is: 

6.  The address of the principal office of the foreign limited liability partnership is: 

Address                   City                                                 State Country Zip Code
                          Service of Process 

The foreign limited liability partnership no longer is transacting business in this state and is 
surrendering its authority to transact business in Texas.  The foreign limited liability partnership:
(1) revokes the authority of the partnership’s registered agent in this state to accept service of process; 
        and 
(2) consents that service of process in any action, suit, or proceeding stating a cause of action arising 
        in this state during the time the foreign limited liability partnership was authorized to transact 
        business in this state may be made on the foreign filing entity by serving the secretary of state. 

The address to which the secretary of state may mail a copy of any process against the foreign limited 
liability partnership is: 

Mailing Address           City                                                 State Country  Zip Code 

                          Money Due to the State 
Any money due or accrued to the state has been paid or adequate provision has been made for the 
payment of that money. 

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                                 Tax Certificate 

     Attached hereto is a certificate from the comptroller of public accounts that all taxes under Title 
     2, Tax Code have been paid. 

         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: 
                                                      Date cannot be later than registration’s expiration date. 

                                 Execution 

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 and title of a majority-in-interest of the partners or 
                                 one or more of the partners authorized by a majority-in-interest. 

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