A foreign (out-of-state) limited partnership that is transacting business in Texas is required to file an application for registration with the Texas Secretary of State in accordance with Chapter 9 of the Texas Business Organizations Code.
The Secretary of State provides a form for the registration of a foreign limited partnership [Form 306]. Online filing of the registration is provided through SOSDirect.
There is no statutory definition of ‘transacting business,’ however, section 9.251 lists activities that are not considered transacting business. Whether certain activities constitute ‘transacting business’ in Texas is often difficult to answer. There are numerous cases, and a few Attorney General Opinions, which are useful in determining whether or not the entity’s activities in the state require qualification. The Secretary of State, however, does not issue opinions on whether an entity is transacting business and needs to obtain a certificate of authority.
A foreign limited partnership that is also recognized in its home jurisdiction as a limited liability partnership must, in addition to filing the registration as a foreign limited partnership, file an application for registration as a limited liability partnership in accordance with the Texas Business Organizations Code.
- Visit the Secretary of State Web site for forms and other filing information.
- File and search business documents online using SOSDirect.
- Read the Texas Business Organizations Code to learn about registration of a foreign limited partnership.
- Read the Texas Business Organizations Code to learn about registration of a foreign limited liability partnership.
- Read more about sales tax and other Texas business tax responsibilities.