Form 207 - Certificate Of Limited Partnership - Texas Secretary Of State (Page 2 of 2) in pdf

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 corpinfo@sos.state.tx.us/ 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.

Form No. 207

Revised 8/99

Form 207 - Certificate Of Limited Partnership - Texas Secretary Of State Page 2