Foreign Limited Partnership Registration in Texas (Form 306)

To Texas, a foreign limited partnership is one organized under the law of any other state or country. Chapter 9 of the Business Organizations Code names it directly: it must register before transacting business in Texas, and must keep that registration in place while it does. Texas calls this registration. The Secretary of State notes that the same filing used to be called a certificate of authority.

The registration does not re-form the partnership or change its home-state agreement. It records the partnership with the Secretary of State as authorized to operate in Texas, lists its general partners, and names the agent who accepts legal papers for it here.

A limited liability limited partnership registers on Form 306 as a limited partnership and, in addition, registers as a limited liability partnership. That second filing is Form 307, and it carries its own per-partner fee.

Texas does not define transacting business. The Secretary of State's guidance is that an entity generally qualifies when it has an office or staff in Texas or pursues any of its purposes here, and the office will not give a legal opinion on a specific set of facts.

The statute does tell you what falls outside the term. Section 9.251 names sixteen activities, and for a limited partnership the most relevant are:

• Starting, defending or settling litigation, or an administrative or arbitration matter
• Partner meetings or other internal affairs conducted in Texas
• A Texas bank account
• Sales made through an independent contractor
• Interstate commerce
• A one-time deal closed in 30 days or less, outside any repeating pattern of similar deals
• Holding Texas property, real or personal, and doing nothing else with it

Because section 9.252 leaves the list open, other activities can also fall outside the term. A partnership that merely owns a Texas building is on the safe side of the line, while one that runs a business from that building is not. When your facts sit between those two, ask a Texas lawyer before you decide either way.

The form is titled Application for Registration of a Foreign Limited Partnership. The Secretary of State charges $750 for it. Texas adds a late-filing rule on top of that fee, covered below, and sells an optional expedite service that nothing requires.

Online filing goes through SOSPortal, the Secretary of State's system since the end of September 2026 (it replaced SOSDirect and SOSUpload). ACH and card are accepted there, and a card adds 25 cents plus 2.25% of the total. Paper filings are accepted with a check or money order.

What Form 306 contains

• The partnership's name as recorded at home, and a Texas designator if the name lacks one: "limited," "limited partnership" or an abbreviation
• An assumed name if the real name is not available in Texas
• The federal employer identification number, or a statement that it is not yet available
• The jurisdiction and date of organization
• The date the partnership began, or will begin, to transact business in Texas
• The principal office address
• The Texas registered agent and registered office
• Each general partner, listed as an individual or as an organization, with an address

Unlike the corporate version, Form 306 has no statement of business purpose. The signature is made under penalty of perjury and affirms both the signer's authority and the agent's consent. The application is a public record, so use a business or post office box address if you would rather not publish a residence.

Texas does not require the partnership to file a certificate of existence or a good standing document from its home state. Item 5 of Form 306 is a signer's statement: as of the filing date, the foreign limited partnership currently exists as a valid limited partnership under the law of the place where it was organized. Section 9.004 of the statute asks for that statement, and the form's instructions repeat it without adding an attachment.

That makes the home-state side easy. Gather the partnership name, organization date, federal employer identification number and general partner details. There is no certificate age limit to track because no certificate is filed.

Under section 5.201 a foreign limited partnership must always have an agent for service and a street office in Texas. Acceptable agents are Texas-resident individuals and organizations that are registered or authorized to do business here. The partnership cannot appoint itself, and whoever is named needs to have agreed. Naming them on the form is your affirmation that they did.

At the registered office, papers must be deliverable to the agent in person. A business that offers only a mail drop or an answering line does not qualify. An organization acting as agent must keep an employee at the office during normal business hours to accept papers.

Partnerships based elsewhere seldom have a Texas address, and commercial agents fill that gap. If you replace the agent or move the office, Form 401 records the change for $15. Revocation by the Secretary of State is possible when no agent or office is maintained and the defect is left uncorrected beyond the 91st day after notice.

Reports

Texas does not require an annual report from a registered foreign limited partnership at the Secretary of State. A partnership subject to the franchise tax files franchise tax reporting plus the Public Information Report with the Comptroller of Public Accounts, due May 15. Limited partnerships appear by name on the Comptroller's list of entities that file the Public Information Report. A foreign limited partnership that is not subject to the franchise tax files a different document, the periodic report on Form 804, with the Secretary of State, and not more than once every four years. A notice is mailed to the registered agent when one is due, and the fee is $50, so the agent's address needs to be accurate.

Changes

The registration must be amended when the partnership changes its name or its stated business, and also when a general partner is admitted, withdraws or changes name. Form 412 is the foreign limited partnership amendment, due no later than day 91 after the change, and the fee is $150.

Withdrawing

A partnership that stops doing business in Texas files Form 608 for $15, signed by a general partner. A taxable partnership must include the Comptroller's account-status certificate, form 05-305. If the partnership has ceased to exist at home, the registration is ended on Form 612 instead, accompanied by the home state's record of the termination.

An unregistered foreign limited partnership faces the consequences Texas applies to every foreign entity:

• It cannot sue in a Texas court over Texas-based claims until it is registered (section 9.051).
• A late filing fee, set at the registration fee multiplied by the calendar years involved, can be charged once the partnership has operated beyond 90 days (section 9.054), and a partial year counts in full. A partnership that began operating in 2025 and registers in 2026 owes two years of late fees, which is $1,500, plus the filing fee.
• The attorney general may sue for the fees and taxes it avoided by not registering, with penalties and interest (section 9.052), and may seek a court order barring it from doing business.

Neither the partnership's contracts nor its ability to defend itself in court is affected. One point is specific to this entity type. For most foreign entities, an owner does not become liable for the entity's debts merely because registration was missed, but section 9.051(d) carves out the general partner of a foreign limited partnership. In other words, the protection that spares other owners does not extend to the general partner.

Mainstay Filing's checkout registers LLCs and corporations only, so for a limited partnership the offer is the registered agent. It costs $149 a year, flat, and the same price applies at renewal. The agent's Texas address goes on your application and onto the public record. When someone serves the partnership, the papers are digitized and made available to you before the business day ends, free of charge, and the first three government mailings each year are scanned free.

If the partnership is already registered with a different agent, Mainstay Filing files the change of agent for you and passes through the state's change fee at cost. Otherwise, the partnership (or its attorney) files Form 306 itself. Mainstay Filing's agent is a company, which Texas allows to serve. See the Texas registered agent page to get started.

Mainstay Filing is not a law firm. Questions about partner liability or whether the partnership must register belong with an attorney.