1. (a) In addition to complying with Sections 152.803 and 152.804, a partnership, to become a limited liability partnership, must file an application with the secretary of state in accordance with Chapter 4 and this section. The application must:

   1. (1) set out:

      1. (A) the name of the partnership;
      2. (B) the federal tax identification number of the partnership;
      3. (C) the street address of the partnership's principal office in this state or outside of this state, as applicable; and
      4. (D) the number of partners at the date of application; and
   2. (2) contain a brief statement of the partnership's business.

2. (b) The application must be signed by:

   1. (1) a majority-in-interest of the partners; or
   2. (2) one or more partners authorized by a majority-in-interest of the partners.

3. (c) A partnership is registered as a limited liability partnership by the secretary of state on:

   1. (1) the date on which a completed initial or renewal application is filed in accordance with Chapter 4; or
   2. (2) a later date specified in the application.
4. (d) A registration is not affected by subsequent changes in the partners of the partnership.

5. (e) The registration of a limited liability partnership is effective until the first anniversary of the date of registration or a later effective date, unless the application is:

   1. (1) withdrawn or revoked at an earlier time; or
   2. (2) renewed in accordance with Subsection (g).

6. (f) A registration may be withdrawn by filing a withdrawal notice with the secretary of state in accordance with Chapter 4. A certificate from the comptroller stating that all taxes administered by the comptroller under Title 2, Tax Code, have been paid must be filed with the notice of withdrawal. A withdrawal notice terminates the status of the partnership as a limited liability partnership from the date on which the notice is filed or a later date specified in the notice, but not later than the expiration date under Subsection (e). A withdrawal notice must:

   1. (1) contain:

      1. (A) the name of the partnership;
      2. (B) the federal tax identification number of the partnership;
      3. (C) the date of registration of the partnership's last application under this subchapter; and
      4. (D) the current street address of the partnership's principal office in this state and outside this state, if applicable; and

   2. (2) be signed by:

      1. (A) a majority-in-interest of the partners; or
      2. (B) one or more partners authorized by a majority-in-interest of the partners.

7. (g) An effective registration may be renewed before its expiration by filing an application with the secretary of state in accordance with Chapter 4. A renewal application filed under this subsection continues an effective registration for one year after the date the registration would otherwise expire. The renewal application must contain:

   1. (1) current information required for an initial application; and
   2. (2) the most recent date of registration of the partnership.

8. (h) The secretary of state may remove from its active records the registration of a partnership the registration of which has:

   1. (1) been withdrawn or revoked; or
   2. (2) expired and not been renewed.
9. (i) The secretary of state is not responsible for determining whether a partnership is in compliance with the requirements of Section 152.804(a).

10. (j) A document filed under this subchapter may be amended by filing an application for amendment of registration with the secretary of state in accordance with Chapter 4 and this subsection. The application for amendment must:

    1. (1) contain:

       1. (A) the name of the partnership;
       2. (B) the tax identification number of the partnership;
       3. (C) the identity of the document being amended;
       4. (D) the date on which the document being amended was filed;
       5. (E) a reference to the part of the document being amended; and
       6. (F) the amendment or correction; and

    2. (2) be signed by:

       1. (A) a majority-in-interest of the partners; or
       2. (B) one or more partners authorized by a majority-in-interest of the partners.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 48, eff. September 1, 2009.