Form 207 – Certificate of Formation for a Limited Partnership

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

What is a Form 207 – Certificate of Formation for a Limited Partnership?

Form 207 is the Texas Secretary of State’s formation document for creating a domestic limited partnership (LP) under Texas law. When the Secretary of State files it, your LP comes into legal existence. Until then, you don’t have a Texas LP, and you don’t get the liability protections or other benefits that come with it.

An LP is a partnership with at least one general partner and at least one limited partner. The general partner manages the business and is typically liable for partnership obligations. Limited partners usually contribute capital, share in profits, and have limited liability, as long as they do not control the business. Many LPs make the general partner a separate entity, such as an LLC, to manage liability exposure.

Who typically uses this form?

You use it if you are forming a Texas LP for a new venture or restructuring. It is common in real estate syndications, private investment funds, energy projects, family investment vehicles, film production, or any venture where passive investors want limited liability while a designated manager (the general partner) controls operations.

Why would you need this form?

You file it to:

• Create a separate legal entity.
• Establish limited liability for limited partners.
• Document the general partners who govern the LP.
• Satisfy banks, lenders, investors, and counterparties who require proof of entity formation.
• Register a Texas registered agent and address for service of legal documents.

Typical usage scenarios

• Launching a real estate LP to acquire and manage properties.
• Forming a fund structure with an entity general partner and multiple limited partners.
• Converting a general partnership into a limited partnership.
• Creating a special-purpose vehicle to hold a single project.
• Preparing a Texas LP that will later register as a limited liability limited partnership (LLLP) by filing a separate LLP registration.

Form 207 is the public-facing charter. It is not your partnership agreement. You still need a written limited partnership agreement to define ownership, profit splits, capital calls, management powers, and exit rules. You do not file the partnership agreement with the state.

When Would You Use a Form 207 – Certificate of Formation for a Limited Partnership?

You use Form 207 when you want to form a new Texas LP. If you are operating a partnership informally and want to add a liability shield for passive investors, this is the step that creates the LP. It is also used when you convert another type of entity or partnership to an LP as part of a formal restructuring. In a conversion, you typically file a certificate of conversion and attach Form 207 to create the Texas LP as the converted entity.

If you are an out-of-state LP entering Texas, this is not the form you use. You would register as a foreign limited partnership instead. Form 207 is for domestic Texas formation only.

Typical users include business owners, real estate sponsors, fund managers, family offices, and professional advisors acting for clients. A general partner or the principals behind it will drive the filing. Attorneys and accountants often prepare or review it to align with a larger capital, tax, or asset protection plan.

You also use Form 207 when you want to build a two-tier structure. For example, you set up an LLC to be the general partner and then form the LP with that LLC listed as the general partner. This approach contains general partner risk inside an entity with limited liability. It is a common structure for projects with outside investors.

You do not use Form 207 to create a limited liability limited partnership by itself. In Texas, an LP becomes an LLLP by registering as a limited liability partnership. That is a separate filing. You can form the LP now with Form 207 and register it as an LLP later if you want the LLLP status and naming.

Legal Characteristics of the Form 207 – Certificate of Formation for a Limited Partnership

Form 207 is legally binding because Texas law recognizes the LP as formed upon filing an effective certificate of formation. Filing creates a new legal entity that can own property, sign contracts, sue, and be sued. Third parties and courts rely on the filed certificate to verify the entity’s existence, the identity of the general partners, and the registered agent for service of process.

Enforceability comes from meeting statutory content and execution requirements, paying the filing fee, and acceptance by the Secretary of State. The certificate identifies the LP’s name, its registered agent and registered office in Texas, and the general partners. The public record shows who governs the LP and where official legal notices must be delivered.

The filing alone does not govern internal economics or voting. Your limited partnership agreement controls those terms. The certificate and the partnership agreement must be consistent. If you list a particular general partner on the certificate, your partnership agreement should reflect that governance.

The LP structure offers limited liability to limited partners for partnership debts. Limited partners generally are not liable beyond their agreed contributions if they do not participate in control of the business. The general partner controls the business and is exposed to liability for LP obligations. Many LPs address this by using an LLC as a general partner.

You must maintain a registered agent and registered office in Texas. You must keep the agent’s consent. If your registered agent resigns or is not reachable, you risk missed legal notices and potential default judgments. The LP is also subject to ongoing state filings and taxes. Plan for these compliance needs when you form the LP.

The certificate can include additional provisions authorized for an LP. Adding extra language is optional but can be valuable for lender requirements, special purpose entity covenants, or governance terms you want on public record.

How to Fill Out a Form 207 – Certificate of Formation for a Limited Partnership

Follow these steps to complete the form correctly the first time.

Step 1: Confirm the LP structure fits your plan

• Decide if you need a general partner/limited partner split.
• If all owners want limited liability, consider an LLC instead.
• If you want an LLLP, know that you first form the LP with this form and then file a separate LLP registration.

Step 2: Choose a compliant LP name

• Pick a name that is distinguishable from other entities on the Texas records.
• Include an LP identifier, such as “Limited Partnership,” “L.P.,” or “LP.”
• Do not use “LLP,” “LLLP,” “Inc.,” “Corp.,” or “LLC” in your LP name.
• Avoid restricted words that imply a regulated business unless you have approval.
• If you will use a different trade name in the market, plan to file an assumed name certificate after formation.

Step 3: State the business purpose

• You can keep it broad: “The purpose of the partnership is to engage in any lawful business for which a limited partnership may be formed in Texas.”
• Use a more specific purpose only if your industry or lenders require it.
• If you plan to pursue regulated activities, confirm eligibility for an LP before you file.

Step 4: Select the duration

• Most LPs choose perpetual duration.
• If you will dissolve on a set date or event, state it clearly in this section.
• Make sure your partnership agreement matches the duration you choose here.

Step 5: Appoint the registered agent and registered office

• You must name a Texas-registered agent to receive legal papers.
• The agent can be an individual Texas resident or a Texas organization authorized to do business.
• Obtain the agent’s written or electronic consent before filing.
• Provide the registered office street address in Texas. A P.O. Box is not allowed.
• The registered office must be staffed during normal business hours to accept service of process.

How to complete the form fields for this step:

• Indicate whether the agent is an individual or an organization.
• Enter the agent’s full legal name.
• Enter the physical street address of the registered office, including suite number if any.
• Confirm that the agent has consented. You do not file the consent with the certificate, but you must keep it with your records.

Step 6: Identify all general partners

• List each general partner by name and address.
• You may have one or multiple general partners. Many LPs list an LLC as the sole general partner.
• If a general partner is an entity, confirm it exists and is in good standing.
• Provide a mailing address for each general partner. Use a reliable address where you can receive official correspondence.

What not to include:

• Do not list limited partners in the certificate of formation.
• Do not include private capital or profit share terms here. Keep those in your partnership agreement.

Step 7: Add supplemental provisions (optional)

Use this section for publicly recorded provisions that support your structure or financing. Examples include:

• Special-purpose entity limitations for real estate financing.
• A statement that the general partner has exclusive management authority.
• Indemnification and advancement rights for the general partner, to the extent allowed by law.
• Power of attorney language to let the general partner execute filings for the LP.
• Limits on the liability of limited partners to the extent allowed by law.
• Restrictions on transfers of partnership interests.
• A provision noting that the partnership may admit additional partners as provided in the partnership agreement.

Keep it concise. Do not copy your entire partnership agreement into the certificate. If you need more space, prepare an attached addendum and reference it in the form.

Step 8: Choose the effectiveness of filing

• Option 1: Effective on filing by the Secretary of State. This is the default.
• Option 2: Effective on a future date. You can delay effectiveness to a specific date not more than 90 days after submission.
• Option 3: Effective upon the occurrence of a future event within 90 days. Describe the event clearly and ensure you can prove when it occurs.

Use a delayed date if you need time to coordinate closings, bank accounts, or investor subscriptions.

Step 9: Execution and signatures

• The certificate must be signed by each general partner.
• Sign with the correct capacity. If the general partner is an entity, an authorized person signs on behalf of that entity and states the title (for example, “Manager of GP LLC, general partner”).
• Print the name of each signer under the signature line.
• Date the signatures.

Accuracy matters. The Secretary of State may reject filings with missing or mismatched signatures. Make sure the names and capacities align with what you listed in the general partner section.

Step 10: Prepare attachments and schedules (if needed)

• If you run out of space for general partner listings, add “Schedule A—General Partners” with the required names and addresses and reference it in the form.
• If you include supplemental provisions that exceed the form field, attach a separate page titled “Exhibit—Supplemental Provisions.”
• Number each page and include the LP name on every attachment.

Step 11: Review for internal consistency

• Confirm the LP name is spelled the same way everywhere.
• Confirm that the registered agent’s name and the registered office address are accurate and complete.
• Confirm each general partner’s legal name and address.
• Confirm that any delayed effective date is correct and within the allowed time.
• Confirm your supplemental provisions do not conflict with Texas law or your partnership agreement.

Step 12: Pay and file

• Prepare the state filing fee.
• File online, by mail, or in person.
• If you are coordinating a closing or funding date, consider expedited handling.
• Keep proof of submission and any confirmation numbers.

Step 13: After filing—what to expect and do next

• You will receive evidence of filing from the Secretary of State. Save it with your records.
• Adopt and execute your written limited partnership agreement. Do this promptly if not already done.
• Obtain an EIN from the IRS.
• Open a partnership bank account.
• File an assumed name certificate if you will operate under a different name than the LP’s legal name.
• Calendar annual compliance deadlines. Maintain your registered agent and registered office.
• If you want LLLP status, file the LLP registration for your LP and update your name usage once the registration is effective.

Practical tips to avoid rejections

• Use a compliant LP identifier in the name and avoid identifiers for other entity types.
• Use a physical Texas street address for the registered office.
• Do not list limited partners on the certificate.
• Make sure all general partners sign with the correct capacity.
• Keep the registered agent consent in your files.

Common real-world examples

• Real estate sponsor forms “Main Street Apartments LP,” lists “Main Street GP LLC” as the general partner, uses a registered agent service, and adds special purpose language required by the lender.
• Family office creates “Oak Family Investments LP,” lists the parents’ LLC as general partner, and keeps investor allocations in the partnership agreement, not in the certificate.
• Energy operator forms “Bluebonnet Minerals LP,” uses a delayed effective date to align with asset closing, and attaches indemnification provisions for the entity general partner.

By following these steps, you complete Form 207 accurately, get your Texas LP formed, and set a clean foundation for your partnership agreement, capital raising, and operations.

Legal Terms You Might Encounter

• Limited partnership (LP) means a business with at least one general partner and at least one limited partner. Form 207 creates the LP as a legal entity in Texas. You use the form to list the facts that make the LP valid at the state level.
• General partner is the person or entity that manages the LP and carries full liability. Form 207 requires you to list each general partner’s name and address. At least one general partner must sign the form.
• Limited partner is a passive investor who is not liable beyond contributions. Limited partners do not manage the LP. You do not list limited partners on Form 207, unless you choose to include them in a supplemental provision.
• Registered agent is the person or company appointed to receive legal notices for the LP. Form 207 asks you to name a registered agent. You confirm on the form that the agent has consented to serve.
• Registered office is the street address where the registered agent accepts service. It must be a physical location in Texas and available during business hours. Form 207 requires this address.
• Entity name designator is the ending that shows your entity type. For an LP, you use an LP designator such as “Limited Partnership” or “L.P.” Form 207 will reject a name without a proper designator.
• Effective date is when your LP legally begins. Form 207 lets you choose effectiveness on filing or a delayed date. If you leave it blank, it becomes effective when filed.
• Supplemental provisions are optional statements you add to tailor governance. You can set special voting rights, transfer limits, or capital rules. Form 207 provides space for these additions or an attachment.
• Certificate of amendment is a filing to change facts after formation. If you later change the name, agent, or general partners, you use an amendment. Form 207 sets the baseline that amendments will update.
• Consent to serve confirms that the registered agent agreed to the appointment. Form 207 includes this representation. You do not file the signed consent, but you should keep it with your records.
• Winding up is the process of closing the LP. Your certificate may include dissolution triggers or procedures. If not, your partnership agreement usually controls winding-up steps.
• Execution means signing the form with authority. On Form 207, at least one general partner must sign. The signature confirms the accuracy of the information and the agent’s consent.

FAQs

Do you need to list limited partners on Form 207?

No. You only list general partners on the certificate. Limited partners are investors and are not part of the public record by default. If you want to disclose limited partners, you can add a supplemental provision, but it is not required.

Do you need a physical address for the registered office?

Yes. Use a Texas street address where the registered agent can accept legal papers during business hours. A P.O. Box alone will not work for the registered office. You can add a mailing address elsewhere, but the registered office must be physical.

Do you need the registered agent’s consent before you file?

Yes. You must have the agent’s written or electronic consent before you submit the filing. You confirm this consent within Form 207. Keep the consent with your records. You do not submit the consent document with the certificate.

Do all general partners have to sign the form?

Only one general partner needs to sign. That signature binds the LP for formation. If you have multiple general partners, you can have more than one sign. Many LPs have all general partners sign to reflect shared responsibility.

Do you have to state a specific business purpose?

You can use a general-purpose statement that allows any lawful activity. If your industry needs a special license or approval, you can note that in supplemental provisions. The form does not require a detailed business plan.

Do you choose an immediate or delayed effective date?

You control that choice. If you want the LP to start on filing, leave the delayed date blank. If you prefer a specific start date, add a delayed date. Plan for contracts, leases, and insurance to match your effective date.

Do you need to attach supplemental provisions?

Only if you want rules beyond the form’s basics, many LPs add voting rights, transfer restrictions, or limits on general partner authority. If your partnership agreement covers those details, you may keep the certificate simple.

Do you need to do anything after approval?

Yes. Keep the filed certificate in your records. Adopt and sign a written partnership agreement. Confirm the registered agent has your current contact information. Update stakeholders about the LP’s legal name and designator. If you later change key items, file an amendment.

Checklist: Before, During, and After the Form 207 – Certificate of Formation for a Limited Partnership

Before you sign

• LP name with a proper designator and no conflicts.
• Texas registered agent’s name, consent, and physical office address.
• Each general partner’s full legal name and address.
• Purpose statement (general or specific).
• Choice of effective date (on filing or delayed).
• Any supplemental provisions you want to include.
• Signature authority for at least one general partner.
• Payment method for the state filing fee.
• Contact information for file-stamped copy delivery.

During completion and signing

• Name: Confirm the exact spelling and the LP designator.
• Registered agent: Verify the name and confirm consent in hand.
• Registered office: Use a Texas street address, not a P.O. Box.
• General partners: Check legal names, addresses, and entity types.
• Effective date: Ensure your choice aligns with business timelines.
• Supplemental provisions: Attach extra pages if you need more space.
• Execution: Have at least one general partner sign and date.
• Legibility: Type or print clearly to avoid data entry errors.

After signing

• File the certificate by mail, in person, or electronically.
• Include the correct filing fee and any required cover details.
• Request a file-stamped copy for your records.
• Store the filed certificate and agent consent in a secure place.
• Circulate the legal name and designator to partners and vendors.
• Adopt a written partnership agreement and have partners sign.
• Record initial capital contributions and ownership units.
• Set up internal records for minutes, amendments, and notices.
• If you plan to use a different brand name, file an assumed name as needed.
• If you will operate in other states, check their registration rules.

Common Mistakes to Avoid

• Using a name without an LP designator. This can trigger rejection. Don’t forget to end the name with “Limited Partnership” or a permitted abbreviation.
• Listing a P.O. Box as the registered office. The state requires a physical Texas address for service of process. If you list a P.O. Box, your filing can be delayed or rejected.
• Filing without the registered agent’s consent. You must obtain consent before you file. If the agent later denies consent, you risk loss of good standing and missed legal notices.
• Omitting a general partner or using incomplete information. The certificate must list each general partner you intend to include. Missing or incorrect names or addresses can cause rejection or future amendment costs.
• Overloading the certificate with operating details. The certificate is a public record. Sensitive management rules are better in your partnership agreement. Put only essential items and high-level provisions in the certificate.

What to Do After Filling Out the Form

1. File the certificate and pay the fee. You can submit by mail, in person, or electronically. Use the filing method that aligns with your timing needs. Confirm you have the correct fee and any required cover information.
2. Track the filing. Watch for a file-stamped copy. If you do not receive confirmation within the expected time, follow up using your submission details. Keep the receipt and any tracking numbers.
3. Organize your records. Create a central record book for the LP. Include the filed certificate, registered agent consent, name selection records, and any supplemental provisions. Store partner contact details and signature pages.
4. Adopt your partnership agreement. Put core governance in writing. Define general and limited partner rights, contributions, and distributions. Set voting rules, admission of new partners, and transfer limits. Align the agreement with any certificate provisions.
5. Document capital contributions. Record the amount, type, and date for each partner. Note ownership percentages or units. Keep proof of transfers or valuations used for non-cash contributions.
6. Approve initial actions. Prepare a written consent or minutes for early steps. Authorize opening financial accounts, signing leases, and entering contracts. Ratify the appointment of the registered agent and office.
7. Set up compliance reminders. Calendar renewal dates, amendment needs, and address updates. If you change your agent, office, name, or general partners, file an amendment promptly. Keep your records current with any changes.
8. Communicate the new entity. Share the LP’s legal name and designator with partners, clients, and vendors. Update contracts and invoices. Ensure all materials use the correct name and reflect the LP status.
9. Consider an assumed name if needed. If you will operate under a brand that differs from the LP’s legal name, prepare an assumed name filing. Make sure your public-facing name links back to the LP.
10. Protect the registered office. Confirm someone is available during business hours to receive legal notices. Review mail handling and escalation steps. Keep the agent’s contact information up to date.
11. Plan for growth. If you anticipate new capital or partners, include clear processes in your agreement. Outline approval thresholds, valuation methods, and step-by-step admission or exit procedures.
12. Prepare for changes. Business evolves. If you need different governance rules later, update your partnership agreement. If the change affects public information, file a certificate of amendment.
13. Retain everything. Keep signed originals and file-stamped copies. Back up records securely. Maintain a clear index so you can locate documents quickly during audits, due diligence, or financing.