Form 701 – Registration of a Limited Liability Partnership

Jurisdiction: Country: United States | Province/State: Texas

What is a Form 701 – Registration of a Limited Liability Partnership?

Form 701 is the state filing you use to register a limited liability partnership in Texas. You file it with the Texas Secretary of State. It places a public record that your partnership is operating with a liability shield under Texas law. It applies to both Texas partnerships and out-of-state partnerships that want to operate in Texas.

A limited liability partnership (LLP) is a general or limited partnership that elects liability protection by registering. It does not create a new organization. It adds a statutory shield for partners. That shield protects partners from certain debts and obligations of the partnership. It can also protect against negligence by other partners or employees, within the limits of Texas law. Your partnership keeps its existing agreement and structure. The registration adds the legal protection layer.

Law firms, accounting firms, consulting firms, and professional practices often use this form. Real estate investment partnerships and other operating partnerships use it as well. General partnerships use it to reduce partner exposure for firm obligations. Limited partnerships can also register and become limited liability limited partnerships. That option extends the liability shield to general partners.

You need this form if you want the liability protections for partners under Texas law. Without registration, a general partnership exposes each partner to partnership debts. You also need it if your out-of-state LLP plans to transact business in Texas. The registration allows you to operate here under your LLP status. It also lets you maintain a registered agent and office in Texas, which Texas requires.

You would use Form 701 when you start a new Texas partnership and want liability protection from day one. You also use it for an existing partnership that is changing to an LLP. If you are a limited partnership and want to become an LLLP, you use it as well. If you are an out-of-state LLP expanding into Texas, use this form to register that authority. You also use it to set your effective date and to satisfy the state’s insurance or financial responsibility statement.

The filing puts the public on notice that your partnership is a registered LLP. It captures your name, jurisdiction, registered agent, and office. It also captures the number of partners for the fee calculation and expiration tracking. Once filed, the registration lasts one year and must be renewed annually to avoid lapse.

When Would You Use a Form 701 – Registration of a Limited Liability Partnership?

You use Form 701 when you want the Texas liability shield for your partners. If you are forming a new partnership, file it at startup. That ensures you do not operate without protection. If you are already operating, file it as soon as possible. The protection begins when the registration becomes effective. You cannot backdate protection to cover earlier acts.

You also use this form if your firm is located outside Texas but plans to open an office here. If you hire staff in Texas, sign leases here, or serve clients here, you are doing business in Texas. A foreign LLP must register before or at the start of business. This lets you appoint a Texas registered agent and receive service of process. It also prevents fines for unauthorized activity.

Limited partnerships also use Form 701 to extend the liability shield to general partners. That converts your limited partnership into a limited liability limited partnership. You do not dissolve your limited partnership by doing this. You add the LLP status through this registration. Many real estate and private equity funds take this route for added general partner protection.

Professional firms use Form 701 when malpractice risk is a concern. The LLP shield can protect partners from liability for another partner’s negligence. A law firm with multiple partners benefits from that shield. So does an accounting practice with audit work. You must still carry the insurance or other financial security required by Texas law. The form includes a statement to that effect.

You also use Form 701 when you need your partnership name to reflect “LLP” or “L.L.P.” Texas requires the proper ending for an LLP. If your name does not include the correct ending, you will update it in your partnership records. The registration records it publicly. If your name is not available in Texas, you adopt an acceptable alternate name for use here.

Finally, you use this form when you need a specific effective date. You may want your registration to take effect on a future date within the allowed window. That can align with a lease start, an engagement launch, or an insurance policy date. Form 701 lets you choose a delayed effective date that fits your timeline.

Legal Characteristics of the Form 701 – Registration of a Limited Liability Partnership

Form 701 is a government filing that creates a statutory status for your partnership. It is legally binding because Texas law authorizes the Secretary of State to accept and record the registration. The registration becomes effective when the Secretary of State files it, unless you choose a delayed effective date. From that effective date, the liability shield applies as provided by the statute.

The enforceability rests on several elements. First, your filing must meet content rules. Your partnership name must include the proper ending for an LLP. Your registered agent and office must be in Texas and must be a real street address. The registered agent must consent to serve. You must certify that your partnership has the required insurance or financial responsibility. You must also pay the correct filing fee based on the number of partners, or general partners for a limited partnership. Any false statement can affect your status and create penalties.

The protection applies to obligations of the partnership that arise while the registration is active. It can shield partners from vicarious liability for another partner’s negligence. It does not protect a partner from liability for that partner’s own wrongful acts. It does not protect against contractual personal guarantees. It also does not shield against liabilities that arose before the effective date of the registration. You should time your filing to match your risk profile.

Your registration expires one year after its effective date. You must renew on or before expiration to keep continuous protection. A lapse can remove the shield for obligations that arise during the gap. Keep the renewal date in your calendar and assign a team member to monitor it. Also update your registered agent and office whenever they change. Failure to maintain a registered agent can disrupt your good standing and cause missed legal notices.

The Secretary of State will reject filings that do not meet statutory requirements. If rejected, you will receive notice and a chance to correct the defects. Once accepted, the record becomes part of the public registry. Third parties may rely on it to confirm your status and service address. You can request certificates of fact from the state to prove your current registration if needed for banks, clients, or landlords.

Texas does not require notarization of this filing. A partner or authorized person signs the form. That signature certifies the information is true and that the registered agent has consented. Filing false information can expose you to civil and criminal penalties. Treat the certification with care and confirm every detail.

Finally, this filing does not replace other legal duties. You still must comply with tax, licensing, and professional rules. You may need business licenses in specific cities or industries. You may need a separate assumed name filing if you operate under a different name. The LLP registration is one part of a broader compliance plan.

How to Fill Out a Form 701 – Registration of a Limited Liability Partnership

Step 1: Confirm your eligibility and entity type.

Identify whether you are a general partnership, a limited partnership, or a foreign partnership formed outside Texas. If you are a limited partnership and want liability protection for general partners, you are registering as a limited liability limited partnership. If you are foreign, confirm that your partnership exists and is active in its home jurisdiction. This helps avoid rejection.

Step 2: Choose and confirm your partnership name.

Your name must include one of the required endings. Use “Limited Liability Partnership,” “L.L.P.,” or “LLP” for a general partnership. Use “Limited Liability Limited Partnership,” “L.L.L.P.,” or “LLLP” for a limited partnership registering as such. The name must be distinguishable in Texas records. If your exact name is not available in Texas, choose an alternate name that meets the rules. If you will use an alternate name, align it with your branding and update your client-facing materials.

Step 3: Identify your jurisdiction of formation and principal office.

Provide the state or country where your partnership was formed. Provide your principal office street address. Do not use a P.O. Box for the principal office. Include the city, state, and ZIP code. If you are foreign, list the principal office outside Texas as well. This address appears in public records, so choose a business location.

Step 4: Appoint a Texas registered agent and registered office.

You must appoint a registered agent located in Texas. The registered office must be a physical street address in Texas, not a P.O. Box. The agent can be an individual Texas resident or an organization authorized to do business in Texas. Confirm that the agent has consented to serve. You must certify that consent on the form. If you use a commercial registered agent, verify the exact legal name and address they provide.

Step 5: Describe the registered office address carefully.

Enter the full physical street address. Include suite or floor numbers. Confirm that the address is open during normal business hours. Legal documents and state notices will be delivered here. Misdirected service can harm your rights. Review this detail twice before filing.

Step 6: State the number of partners for the fee calculation.

If you are a general partnership, report the total number of partners. If you are a limited partnership registering, report the number of general partners only. This number drives the filing fee. Count active partners as of the date you file. Keep records that support your count in case of questions.

Step 7: Make the insurance or financial responsibility certification.

The form includes a statement that your partnership maintains the level of insurance or financial responsibility required by Texas law. Review your policy or other financial arrangements before you certify. Ensure limits and scope match the requirement. You do not submit the policy with the form, but you must be able to prove compliance if asked.

Step 8: Provide any additional information the form requests.

form may ask for your organizational form selection, such as domestic or foreign. It may ask for your date of formation in your home jurisdiction. Complete these fields accurately. If you use an alternate name in Texas, note that on the form where indicated. Do not attach extraneous documents unless the form requests them.

Step 9: Choose the effectiveness of filing.

You can make the filing effective when the state files it. Or you can choose a delayed effective date within the permitted window. A delayed date is useful if you want coverage to begin with a new client engagement or lease. If you choose a delayed date, write the date clearly. Check that your insurance coverage aligns with that date.

Step 10: Provide a mailing address for state correspondence.

The Secretary of State sends filing evidence and notices to the mailing address you provide. Use an address that your team monitors. Consider using a centralized compliance inbox to avoid missed notices.

Step 11: Sign the form.

A partner or another authorized person must sign. Print the signer’s name and title. By signing, you certify that the information is accurate and that the registered agent has consented. No notarization is required. If you are using a service company to prepare the form, do not let them sign unless they have written authority.

Step 12: Calculate and prepare the filing fee.

The fee is based on the number of partners, or general partners for a limited partnership. Confirm the total and prepare payment in an accepted form. Have the payment details ready before you file to avoid delays. If you need faster processing, you can request expedited service and include the extra fee. Plan for that if you are on a tight timeline.

Step 13: File the form with the Texas Secretary of State.

You can submit by the state’s accepted filing channels. Filing online is often fastest. You may also file by mail or deliver in person. Keep a complete copy of your submission and proof of payment. Note the date and time of submission in your records.

Step 14: Wait for acceptance and review the stamped copy.

The Secretary of State will review the filing. If accepted, you will receive a file-stamped copy or evidence of filing. Check that your name, registered agent, and effective date are correct. If there is an error, contact the state immediately to correct it.

Step 15: Update your internal and external records.

Update your partnership agreement to reflect LLP status if needed. Update letterhead, website, and engagement terms to include the “LLP” or “LLLP” ending. Inform your bank, insurer, landlord, and key clients of the change. Update your registered agent information across your compliance calendar. If you adopted an alternate name in Texas, make sure your signage and marketing match it.

Step 16: Calendar your renewal and agent maintenance.

Your registration expires one year after the effective date. Calendar a renewal reminder at least 60 and 30 days before expiration. Assign the task to a responsible person. Verify your registered agent and office annually. If either changes, file an update promptly to stay in good standing.

Step 17: Align insurance coverage and risk controls.

Review your insurance policy to ensure ongoing compliance with Texas requirements. Confirm retroactive dates, limits, and scope. Extend coverage to new practice areas if needed. Train partners and staff on risk management. The LLP shield helps, but good practices reduce claims and costs.

Step 18: Keep proof of compliance on hand.

Maintain copies of the filed form, evidence of filing, agent consent, insurance certificate, and any related resolutions. Store them in a central compliance folder. Lenders, clients, or auditors may request proof of your LLP status. Quick access saves time and prevents delays in closing deals.

Practical example

You operate a three-partner consulting firm in Dallas. You want to limit each partner’s exposure to firm contracts and staff negligence. You file Form 701 with your firm name ending in “LLP.” You appoint a Texas registered agent at your office location. You certify insurance and pay the fee based on three partners. You choose an effective date two weeks ahead to match your new policy. After filing, you update your engagement letters and website. You then calendar your renewal date for next year and assign the task to your office manager.

Another example: You are the general partner of a limited partnership with two general partners and several limited partners. You want the liability shield for the general partners. You file Form 701 to register as a limited liability limited partnership. You list the two general partners for fee purposes. After approval, you update your offering documents and lender notices to reflect “LLLP.”

Finally, if you are foreign: You run a five-partner accounting LLP in another state and plan to open a Houston office. You file Form 701 as a foreign LLP. You keep your home-state name, confirm it is available in Texas, and appoint a Texas registered agent. You certify insurance, pay the fee based on five partners, and receive your Texas registration. You can now hire staff and sign a lease in Texas with proper authority.

With careful preparation, Form 701 is straightforward. Gather accurate facts, certify only what you know is true, and keep your renewal current. That keeps your liability shield intact while you focus on running your firm.

Legal Terms You Might Encounter

A limited liability partnership is a general or limited partnership that registers for partner liability protection. Form 701 is the registration that turns your partnership into an LLP in Texas. A limited liability limited partnership is a limited partnership that registers and adopts limited liability for general partners. You use the same form to elect LLLP status if you are a limited partnership. A partner is a person or entity that owns a partnership interest. You report the total number of partners on the form because fees and status depend on that count. A general partner manages the partnership and can bind it. If you are a limited partnership registering as an LLLP, general partners keep management rights but gain liability protection. A registered agent is an individual or organization that accepts legal papers for your partnership. Form 701 requires you to name a registered agent and a registered office in Texas. A registered office is the Texas street address where your registered agent accepts service. It must be a physical location, not a P.O. Box. A principal office is your main business address. Form 701 asks for this so the state has a contact point beyond your registered office. A purpose statement is a short description of your business activities. You include it on the form so the public record shows what you do. An effective date is the date your LLP or LLLP status begins. You can choose effectiveness on filing or a delayed date. A governing authority is the person who signs for the partnership. On Form 701, an authorized partner signs to certify the filing. A withdrawal terminates your LLP registration. If you later choose to stop being an LLP, you file a withdrawal document to end the status. An amendment updates a filed record when your registered agent, address, or other facts change. After registration, you use an amendment filing to keep your records current.

FAQs

Do you need to be a partnership before filing Form 701?

Yes. You must already be a formed general partnership or limited partnership. Form 701 does not create a partnership. It only registers liability protection for the existing partnership.

Do you need to list every partner by name on Form 701?

No. You usually provide the total number of partners, not all names. Keep an internal partner list that matches the count you report.

Do you need a registered agent and office in Texas?

Yes. You must name a registered agent and a physical Texas registered office. Make sure the agent has consented to serve and can accept papers during business hours.

Can a limited partnership use Form 701 to become an LLLP?

Yes. A limited partnership can use this filing to add “LLLP” protection. Confirm your limited partnership’s certificate is already on file before you register as an LLLP.

Does the partnership name need an “LLP” or “LLLP” ending?

Yes. You must include the proper ending in the legal name. Use “LLP” or “L.L.P.” for an LLP and “LLLP” or “L.L.L.P.” for an LLLP.

How long does the registration last, and do you renew it?

Registration does not last forever. You must renew it each year to keep liability protection active. Calendar the renewal date when you file.

Can you change the number of partners after filing?

Yes. Your partner count may change. Keep accurate internal records and update the state record when required. Fees tied to partner count may apply on renewal or amendment.

Who must sign Form 701, and does it need notarization?

An authorized partner signs. Notarization is not required. Make sure the signer’s name and title match partnership records.

Can you choose a delayed effective date?

Yes. You can set a future date, within the allowed window, for the registration to take effect. This helps you align with contract dates or insurance start dates.

What happens if your filing gets rejected?

You will receive a notice with the reason. Fix the issue, update the form, and resubmit with any needed fees. Rejections often stem from name, agent, or partner count errors.

Checklist: Before, During, and After the Form 701 – Registration of a Limited Liability Partnership

Before signing: Information and documents you need

• Partnership name exactly as it appears in your records.
• Chosen name with the “LLP” or “LLLP” ending, if you are changing it.
• Texas registered agent’s name and written consent to serve.
• Texas registered office street address (no P.O. Boxes).
• Principal office address and a reliable mailing address.
• Short business purpose statement.
• Total number of partners on the date of filing.
• For limited partnerships, confirmation of your existing filed certificate.
• Signer’s authority (a partner authorized to sign).
• Preferred effective date (on filing or a future date).
• Payment method for the filing fee.
• Internal contact person for state questions.

During signing: Sections to verify carefully

• Legal name includes the correct “LLP” or “LLLP” ending.
• Registered agent name is accurate and has consented.
• Registered office is a Texas street address, open during business hours.
• Principal office address is current and complete.
• The purpose statement matches actual business activities.
• Partner count matches your latest internal partner roster.
• For an LLLP, the partnership type box is correctly selected.
• Effective date selection is correct and within allowed limits.
• The signer’s printed name, title, and signature are legible and consistent.
• Attachments, if any, are labeled and referenced in the form.
• Contact information for return or rejection notices is correct.
• Payment details match the partner count and chosen method.

After signing: Filing, notifying, and storing

• File with the state filing office using your chosen method.
• Pay the fee tied to your partner count.
• Obtain and save the file-stamped copy for your records.
• Share the filed copy with all partners and your internal records team.
• Update your name on contracts, invoices, and letterhead with “LLP” or “LLLP.”
• Notify your bank, insurer, and critical vendors of the new status.
• Update licenses and permits if they list the old name.
• Post the agent and office details in your compliance records.
• Calendar the annual renewal date and reminder tasks.
• Set a process to track changes to agent, office, or partner count.
• Store the filed form with your partnership agreement and meeting minutes.
• Train staff to use the correct legal name in all communications.

Common Mistakes to Avoid Form 701 – Registration of a Limited Liability Partnership

Leaving off the “LLP” or “LLLP” ending.

• Consequence: The filing office can reject your form. Contracts may reflect the wrong entity name.

Reporting the wrong partner count.

• Consequence: Fee issues, rejection, or renewal problems. You may underpay or overpay.

Listing a P.O. Box as the registered office.

• Consequence: Rejection or loss of good standing if service fails. You must list a physical Texas address.

Using a registered agent who has not consented.

• Consequence: Rejection or failed service of process. Legal notices may not reach you.

Having an unauthorized person sign.

• Consequence: Rejection or questions about authority. Processing delays can affect your timeline.

Missing the annual renewal.

• Consequence: Lapsed liability protection. You may lose the benefits of LLP or LLLP status.

Don’t forget: Check every address line. Don’t forget: Confirm the effective date choice. Don’t forget: Save the file-stamped copy and calendar the renewal.

What to Do After Filling Out the Form Form 701 – Registration of a Limited Liability Partnership

File and confirm acceptance

• Submit the signed form with the fee to the state filing office.
• Track the filing until you receive confirmation.
• If you get a rejection, fix the stated issue and resubmit promptly.

Roll out the new legal name

• Update your name to include “LLP” or “LLLP” across all channels.
• Revise contracts, proposals, invoices, and marketing materials.
• Update your website, email signatures, and signage.

Notify key stakeholders

• Inform partners and managers of the effective date.
• Notify your bank, insurers, payroll, and key vendors.
• Update licenses, permits, and registrations to the LLP or LLLP name.

Tighten internal records

• Place the filed copy with your partnership agreement and minutes.
• Update your compliance calendar with the renewal date.
• Record the registered agent and office details in your compliance log.
• Keep a current partner list that reconciles to your filings.

Plan renewals and changes

• Prepare for the annual renewal well before the due date.
• If your registered agent or office changes, file an amendment.
• If your partner count changes, adjust internal records and fees.
• If you stop operating or change structure, file a withdrawal or other needed documents.

Align operations and risk management

• Confirm your insurance reflects LLP or LLLP status.
• Review contracts for any notice requirements tied to name changes.
• Train staff to use the correct legal name and suffix.
• Monitor mail sent to the registered office to catch legal notices.

Keep a simple governance rhythm

• Hold periodic partner meetings and record decisions.
• Review compliance tasks quarterly: agent, office, renewals, and partner count.
• Assign a point person to maintain filings and respond to state notices.