Domestic Limited Partnership Formation Filing in Texas

At a glance

Requirements one by one

Agreement, certificate, and signatures

Tex. Bus. Orgs. Code § 3.011(a) requires the partners to enter a partnership agreement and file a certificate of formation. Section 3.005(a) requires the LP name and entity type, registered office and agent, initial mailing address, and every general partner's name and address; unlike other filing entities, an LP does not add the ordinary purpose and limited-duration statements under § 3.005(a)(3)–(4). Section 3.011(c) adds the U.S. principal office where partnership records are kept or made available. Under § 3.004(b)(1), each general partner signs the initial certificate.

Name, agent, and fee

Tex. Bus. Orgs. Code § 5.055(a) requires “limited,” “limited partnership,” or an abbreviation in an ordinary LP name; § 5.053(a) requires distinguishability from listed state records. The LLLP designation has its own additional rule under § 5.055(b)–(c). Section 5.201(a)–(c) requires a Texas registered office and consenting agent. Under § 5.2011(a), naming the agent in the filing affirms consent; the Secretary of State's Form 207 instructions say the consent itself need not be submitted. Section 4.155(1) sets a $750 certificate-of-formation fee.

Effective time and evidence

Tex. Bus. Orgs. Code § 3.001(c) starts existence when the formation filing takes effect; § 4.051 makes filing the ordinary effective event. Under § 4.052, the instrument can specify a date or time or a future event; § 4.053 requires the stated conditions and limits the effective date to the 90th day after signing. Under § 3.001(d), the filing acknowledgment is conclusive evidence of formation, conditions precedent, and authority to transact business, except in a state proceeding to terminate existence.

What trips people up

Consent is required but the copy stays out of the filing. Tex. Bus. Orgs. Code §§ 5.201 and 5.2011 require agent consent and make the appointment an affirmation of it. The Secretary of State's current Form 207 instructions say a written or electronic consent copy need not accompany the certificate.

Formation and public notice are distinct. Section 3.011(d) makes an on-file certificate notice of LP status and the required facts in the certificate. The formation provisions in §§ 3.001, 3.005, and 3.011 prescribe agreement and certificate filing; they do not prescribe newspaper publication or proof filing as an initial formation step.

Common questions

Must a general partner's signature be notarized? Section 3.004(b)(1) requires every general partner's signature; its separate real-estate-investment-trust clause mentions acknowledgment. The official Form 207 instructions expressly say ordinary LP signatures do not need notarization.

Can the LP wait to become effective after the secretary of state receives the form? Yes. Sections 4.052–.053 allow a properly stated future date, time, or event within the 90-day limit measured from signing. Section 3.001(c) ties legal existence to that effective event, not merely physical receipt.

Statutes and sources

• Tex. Bus. Orgs. Code §§ 3.001, 3.004–.005, 3.011: LP agreement, certificate, signer, fields, formation event, and filing acknowledgment. Official code chapter 3 (accessed 2026-09-23).
• Tex. Bus. Orgs. Code §§ 4.051–.053, 4.155(1): ordinary and delayed effectiveness, 90-day limit, and $750 fee. Official code chapter 4 (accessed 2026-09-23).
• Tex. Bus. Orgs. Code §§ 5.053(a), 5.055, 5.201, 5.2011(a): distinguishability, LP name, and agent consent. Official code chapter 5 (accessed 2026-09-23).
• Texas Secretary of State, Form 207 instructions: current filing and agent-consent procedures, fee, and signatures. Official instructions (accessed 2026-09-23).