x0000x0000Form 701 Instruction Page 1 Do not submit with filing - PDF document

1 ��Form 701 Instruction Pag
��Form 701 Instruction Page 1 Do not submit with filing. Form 701General Information(Registration of a Limited Liability Partnership)The attached form is designed to meetminimalstatutory filing requirements pursuant to the relevant code provisions. Thisform and theinformation provided are notsubstitutes for the adviceand servicesofanattorney and tax specialist.CommentaryInaccordance with title4,chapter152,subchapterJ oftheTexasBusinessOrganizationsCode(BOC),ageneral orlimitedpartnershipmayregisterwiththesecretary ofstateasa"limitedliabilitypartnership." Theapplication for registration as alimited liabilitypartnershipdoes not createapartnership, eithergeneral or limited. Thecreation ofalimited partnership requires the filingofacertificate of formation (Form 207) with the secretaryofstate.generalpartner'sliabilityinalimitedliabilitypartnershipdiffersfromthatin anordinarypartnership.Ingeneral,ageneralpartnerinalimitedliabilitypartnershipisnotindividually liableforanyobligationofthepartnershipincurredwhilethepartnershipisalimitedliabilitypartnership.EffectiveJanuary1, 2016, Senate Bill 859 amendssubchapterJofchapter152 ofthe BOC. The amendments makethe registration ofalimited liabilitypartnership effectiveuntil itis voluntarilywithdrawn orterminatedbythe secretaryofstateand impose an annual reportingrequirement on Texas LLPs.Annual ReportBOC section 152.806, effective January 1, 2016, requires aTexas partnership that elects to register as alimited liabilitypartnership to file an annual reportwith the secretaryofstate. Thereportis dueno later than June1 ofeach year followingthe calendar year in which the application forregistration takes effect. No later than March 31 ofeach year, the secretaryofstatewillsend noticetofile the report to the limited liabilitypartnership. Failureto receive the noticesent does not relievethe partnership ofthe requirement to file the annual report. Pleasenote that failureto filethe annual reportmayresultin the termination of the partnership’s limited liabilitypartnership registration. Thefeeforthe annual report is $200 for each partner on the date of filing the report. Taxes: Limited liabilitypartnerships aresubjectto astatefranchise tax. Contact the Texas ComptrollerofPublicAccounts, TaxAssistanceSection, Austin, Texas, 78774-0100, (512) 463-4600 or(800) 252-1381 forfranchise taxinformation. Forinformation relatingto federal employer identification numbers, federal incometaxfilingrequirements, taxpublications and forms call(800) 829-3676 or visit the Internal Revenue Service web site at www.irs.govInstructionsforFormItem1Entity Name: Set forth the name ofthe partnership. Thenamemustincludethe phrase“limited liabilitypartnership” oran abbreviation ofthat phrase. If thepartnership is alimitedpartnership, thenthe name mustcomplywith therequirements of BOC section 5.055(a), andalsomustcontain the phrase“limited liabilitypartnership”or“limited liabilitylimited partnership”oranabbreviation ofoneofthose phrases. In processingalimited

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liabilitypartnership registration, thesecretaryof statedoesnotreviewthenameofthe partnership, orachangeofnameofthepartnership, to determine whether the name conforms the entity name availabilityrules.Item2FEIN:Enter thepartnership’s federal employer identification number(FEIN) in the spaceprovided. TheFEINis a9-digitnumber(e.g.,12-3456789)issuedbytheInternal RevenueService(IRS).Ifthepartnershiphas not obtained aFEINat this time, check theappropriate statement and ��Form 701InstructionPage 2Donot submit with filing. leavethefield blank. Thepartnership mayfile anamendment to theregistration after itreceives its FEIN number from the IRS. Item3NumberofPartners:Providethenumber ofgeneral partnersin the partnershipin item 3. (Forpurposesofcompletingtheregistration, § 153.352 oftheBOC provides that theterm"partners" refers to general partners onlyand does not include the limited partners in a limited partnership.)Allgeneral partnerships must have two or moregeneral partners. The secretary of state will not accept a registration onbehalfofa general partnershipthatliststhe number ofpartners as one. A limitedpartnership musthaveoneormoregeneral partners and oneormorelimited partners. Thefilingfeewill be calculated by multiplying the number of partners listed in item 3 by per partner. Item4Principal Office:Set forth thestreetaddress of theprincipalofficeofthepartnership.The address may be inside or outside of Texas as applicable.Item5Statement ofPartnership’s Business: Set forth abrief statement ofthe partnership’s business. Thebusiness oractivityto bepursuedin Texas maybestated to be“anylawful business or activity under the law of this state.”Effectiveness ofFiling:Theregistration ofalimited liabilitypartnership becomes effectiveas ofthe date offilingbythe secretaryofstate(option A). However, pursuant to sections 4.052, 4.053 and152.802 ofthe BOC theeffectiveness of the instrument maybedelayedto adate not morethanninety (90) days from the date the instrument is signed (option B).On the filingofadocument with adelayed effectivedate, thecomputerrecords ofthe secretaryofstatewillbechanged to show the filingofthe document, the date of the filing, and the futuredateonwhich the document willbeeffective. In addition, at the time ofsuch filing, the status ofthe entity’sregistration will be shown as “in existence” on the records of the secretaryof state.Execution: Forageneral partnership, theregistration mustbesigned byamajority--interest ofthepartners, or by one or more partners authorized bya majority--interest of the partners. For a limitedpartnership, anygeneral partner may sign.Theregistration neednot benotarized. However,beforesigning,pleaseread thestatements on this form carefully. A person commits an offense under section 4.008 of the BOC if the person signsor directs the filing of a filing instrument the person knowsis materially falsewith the intent thattheinstrument bedelivered to the secretary of statefor filing. Theoffense is a ClassA misdemeanorunless

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the person’s intent is to harm or defraudanother, inwhich case the offense is astatejail felony. Payment and Delivery Instructions: Thefilingfeeforregistration is per general partner. To calculate the filingfeemultiplythe number ofpartners stated inthe registration by$200. Fees maybepaid bypersonal checks, money orders, LegalEasedebitcards, orAmerican Express, Discover, MasterCard, and Visacreditcards. Checks ormoneyorders mustbepayable through aU.S. bank orfinancial institution andmadepayableto the secretaryofstate. Fees paidbycreditcard aresubject to a statutorily authorized convenience fee of 2.7 percent of the total fees.Submit the completed form in duplicate along with the filingfee. Theform maybemailed to P.O. Box13697, Austin, Texas 78711-3697; faxed to (512)463-5709; ordelivered to the James EarlRudder OfficeBuilding,1019 Brazos, Austin, Texas 78701. If adocument is transmitted byfax, creditcardinformation mustaccompanythetransmission (Form 807).On filingthe document, thesecretaryof statewillreturn the appropriateevidenceoffilingto the submittertogether with afile-stamped copy of the document, if a duplicate copywas provided as instructed.Revised 125 This space reserved for office use ��Form 701 1 Registration of aLimited Liability PartnershipForm(Revised12Submit in duplicate to:Secretary of StateP.O. Box 13697Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: See instructionsEntity Information1. The name of the partnership is: Namemust containthephrase“limitedliabilitypartnership”or anabbreviationof that phrase.Ifthepartnershipis alimitedpartnership,theentitynamemayincludethephrase“limitedliabilitylimitedpartnership”or anabbreviationof thatphrase.2. The federal employer identification number of the partnership is: The partnership has not obtained a federal employer identification number at this time.Number of Partners3. The number of general partners at the date of registration is:The number of general partnersinageneral partnershipmust be at least twoPrincipal OfficeThe address of the partnership’s principal office in Texas or outside of Texas, as applicable, is:Street AddressCityStateCountryZip CodeStatement ofPartnership’s BusinessThe partnership’s business is:Effectiveness of Filing(Select either A or B) 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 fromthe date of signing. Thedelayed effective date is:ExecutionTheundersignedsigns this document subject to thepenalties imposedbylaw forthe submission ofamateriallyfalse orfraudulent instrument and certifies under penaltyof perjurythat the undersignedis authorized under the provisions of law governingthe entity to execute thefiling instrument.Date:Fora general partnership,signature ofa majority--interest ofthe partnersorsignature ofone ormoreofthepartnersauthorizedbya majority--interest.Fora limitedpartnership,signature ofone general partne