Annual and Ongoing Requirements for a Texas Limited Partnership

The single most important thing to understand about Texas LP compliance is that your obligations are split between two state agencies, and they do completely different things.

The Secretary of State handles formation, registered agent records, and — on an irregular schedule — a periodic report. The Comptroller of Public Accounts handles the recurring tax obligation: the franchise tax and the associated information report, filed every year.

Why this trips people up

Most states send a for-profit entity a single annual report from one office. Texas does not. There is no yearly Secretary of State report for LPs. So business owners hear "Texas has no annual report," relax, and miss the fact that the Comptroller expects a filing every May 15. The absence of an SoS annual report is real; the absence of any annual obligation is a myth. Get the two agencies straight and the rest of compliance falls into place.

This is your yearly obligation, and it goes to the Comptroller. Nearly every Texas LP is a taxable entity for franchise tax purposes, which means an annual filing whether or not any tax is owed.

The May 15 deadline

The franchise tax report and the accompanying information report are due May 15 each year. Mark it, because unlike a formation filing you only do once, this comes around every single year for the life of the partnership.

The no-tax-due threshold

Texas sets a revenue threshold below which no franchise tax is owed. Many small LPs fall under it and pay nothing. But — and this is the part that catches people — you still have to file the required report by the deadline even when you owe zero. Filing is what keeps you in good standing; the payment is a separate question that depends on your revenue.

What the information report captures

Alongside the tax calculation, Texas collects an information report identifying the partnership and, depending on the entity, its key people or governing information. It keeps the state's record of your LP current. File it together with the franchise tax report by the same May 15 deadline.

What happens if you miss it

Late or missing franchise tax filings lead to penalties and, if the delinquency continues, loss of good standing. Push it far enough and the entity's right to transact business can be forfeited, which requires curing every delinquency to reinstate. The lesson is simple: file by May 15 every year, even in a no-tax-due year.

Separate from the Comptroller's annual filing, the Secretary of State can require your LP to file a periodic report. This one is not yearly, which is exactly why it is easy to forget it exists.

How it works

The Secretary of State may request a periodic report on an irregular, multi-year cycle. The report confirms the LP's registered agent, registered office, and general partner information — essentially verifying that the public record is still accurate. You do not file it on a fixed annual calendar; you file it when the state asks.

Why it matters

When the request arrives, you have a limited window to respond. Miss it, and the consequences escalate: the LP can face a late fee, and continued failure can lead to forfeiture of its right to transact business in Texas. Because the request comes by mail to your registered office, a current and reliable registered agent is what ensures the notice actually reaches you in time to act.

The practical takeaway

You cannot predict the exact year the periodic report will come due, so the defense is structural: keep your registered agent current, keep your address of record accurate, and open state mail promptly. Do that, and the periodic report is a minor task rather than a crisis.

Keeping your registered agent and business records current is not a once-a-year event, but it is an ongoing requirement that underpins everything else. A lapse here quietly undermines your ability to receive the very notices that keep you compliant.

What has to stay current

• Registered agent and registered office. The agent must remain available at a physical Texas street address throughout the LP's life. If the agent resigns, moves, or becomes unreachable, file a change with the Secretary of State promptly.
• General partner information. If a general partner changes, the public record should reflect it, since general partners are part of what the certificate and periodic report disclose.
• Principal office address. Keep the state's contact information accurate so notices reach you.

Why maintenance is compliance

An LP with a stale registered agent is technically out of compliance even if every tax filing is current, and — worse — it may not receive the franchise tax reminders or periodic-report requests that trigger its other obligations. Record maintenance is not busywork; it is the plumbing that carries every state notice to you.

Beyond the two state filings, your LP has federal tax duties and possibly industry-specific licensing, all of which are part of running a legitimate ongoing business.

Federal tax filings

A limited partnership files a federal partnership return (Form 1065) and issues each partner a Schedule K-1 reporting their share of income, which the partners report on their own returns. This is an annual federal obligation independent of the Texas franchise tax. If the LP has employees, payroll tax filings apply as well.

State and local licensing

Texas does not issue a single general business license, but many industries require state-level licensure, and cities or counties may require local permits. If you sell taxable goods or services, you register for and remit Texas sales tax through the Comptroller. These operate on their own cycles, separate from formation and franchise tax.

Keeping it all on track

The pattern that keeps an LP in good standing is unglamorous: file the franchise tax and information report by May 15 every year, respond to any periodic-report request within its window, keep the registered agent current, and stay on top of federal and licensing obligations. Mainstay Filing serves as your registered agent and flags the May 15 deadline and any periodic-report notice, so the state-facing pieces do not slip while you focus on the business.