Form 308 – Application for Renewal of Registration of a Foreign Limited Liability Partnership

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

What is a Form 308 – Application for Renewal of Registration of a Foreign Limited Liability Partnership?

Form 308 is the state renewal filing that keeps a foreign limited liability partnership registered to do business in Texas. Foreign means your partnership was formed under the laws of another state or country. If your partnership uses LLP status, you must renew that status each year to keep it active in Texas. This form belongs to the Secretary of State. It extends your existing Texas LLP registration for another one-year term.

The filing does not create a new partnership. It simply renews the limited liability shield that Texas grants to partners of a registered foreign LLP. That shield helps protect partners from certain partnership obligations. Without a timely renewal, that protection can lapse for activities in Texas. The renewal also confirms current information about your partnership, including its legal name and its registered agent in Texas.

Who typically uses this form?

Managing partners, firm administrators, legal operations managers, and compliance staff often handle it. Registered agents may prepare or submit it on your behalf. Outside counsel or corporate service providers can also manage the filing. The signer must be an authorized person, usually a partner or an agent with proper authority.

You would need this form if your out-of-state LLP wants to keep operating in Texas without any gap in its registration. If your firm has an office, staff, clients, or projects in Texas, you must keep your LLP registration active. Renewal is also vital if your contract or license requires an active status in Texas. Many clients and agencies confirm your good standing before awarding work.

Typical usage scenarios include a law firm formed in another state with a Texas office. Or an engineering partnership bidding on Texas projects. Or a consulting partnership with ongoing Texas engagements. In each case, you must renew each year to preserve the Texas liability shield and keep the authority to conduct business. Renewal also keeps your registered agent appointment current, so you can receive legal notices and service of process in Texas.

If your partnership name has changed or conflicts with a Texas name, you can address that during renewal. You may need to renew under an assumed name for Texas use. Form 308 accommodates this by allowing you to indicate the renewal using an alternate name if required. You can also correct prior information if details have changed since last year.

Think of Form 308 as your annual maintenance filing for Texas LLP status. You confirm who you are, where you are formed, who can accept legal papers for you in Texas, and the number of partners for fee purposes. You pay the state fee, and your protection continues for another year.

When Would You Use a Form 308 – Application for Renewal of Registration of a Foreign Limited Liability Partnership?

You use Form 308 when your current Texas LLP registration is about to expire. Texas registrations run for one year from the date of registration or the most recent renewal. If your anniversary month is approaching, plan the renewal in advance. File early to avoid a lapse. If you anticipate changes to the partnership’s Texas details, you can make those updates as part of renewal.

Practical examples are common. A multistate law firm formed in another state renews its Texas office each year to keep it compliant. An architecture partnership with Texas projects keeps its LLP registration active during multi-year contracts. A private equity advisory partnership maintains Texas status while supporting portfolio companies located in Texas. In each example, the partnership wants its partners protected under Texas law while doing work in the state. Renewing ensures that protection continues without interruption.

Typical users include managing partners, general counsel, controllers, and operations leads. You might also rely on your registered agent to prepare the form, especially if they manage your annual filings. Small partnerships often handle the filing themselves to control cost and timing. Larger partnerships may use a compliance calendar with automated reminders to track the renewal window.

If your registration already expired, you may still use Form 308 to renew, but only going forward. A late filing can leave a gap in protection for the period of lapse. You should correct the gap as soon as possible. Do not assume retroactive coverage. Plan timely renewal in future years to avoid risk.

You also use Form 308 if your name no longer meets Texas naming rules. For example, if your legal name became unavailable in Texas, you may adopt an assumed name for use in Texas. You can reflect that in the renewal to align your Texas records with your new naming approach.

If you no longer do business in Texas, do not file a renewal. Instead, consider a withdrawal or let the registration expire. Review your contracts and liabilities before you decide. If you still hold Texas obligations or active engagements, keep the registration active until those matters close out.

Legal Characteristics of the Form 308 – Application for Renewal of Registration of a Foreign Limited Liability Partnership

Form 308 is a legal filing that renews a statutory registration. It is legally binding because Texas law recognizes LLP status upon proper registration and renewal. When you file a complete and compliant renewal, the state records the new one-year term. During that term, your partners benefit from the liability limits that Texas grants to registered LLPs for covered obligations.

Enforceability rests on several factors. You must submit a complete form, include correct details, and pay the required state fee. An authorized person must sign the filing. Your registered agent and office in Texas must be valid and current. If the form allows, the registered agent’s consent must exist and be accurate. Your partnership must continue to be in existence and in good standing in its home jurisdiction, if required there. These elements work together to make the renewal effective.

The renewal protects your ability to transact in Texas under your partnership name. It supports your right to maintain actions in Texas courts. It also helps preserve the partner liability shield for Texas obligations incurred during the active period. If the registration lapses, you risk losing those benefits for the period of lapse. A lapse can complicate litigation, insurance claims, and contractual risk allocation.

Form 308 also interacts with Texas naming and agent rules. Your partnership name must be distinguishable for Texas records. If it is not, you may renew under an assumed name. You must maintain a registered agent and a registered office in Texas. That agent must be available during business hours to receive legal documents. Failure to maintain an agent can expose you to default judgments and missed notices.

The renewal does not change your partnership’s tax status. It does not convert your entity type. It does not replace other required licenses, permits, or registrations. It sits alongside those obligations. You should confirm that all related filings stay current. This includes any assumed name filings and any sector-specific licenses that depend on active LLP status.

If your partnership structure or partner count changes, the renewal is a checkpoint. Texas ties certain fees to the number of partners. Make sure your count is current on the filing date. If your count fluctuates, use the number on the date you file. Keep internal records that support the count in case of questions.

Finally, the renewal can include a delayed effective date if you choose. A delayed effective date can help align your renewal term with your internal compliance cycle. If you use a delay, ensure that your current registration does not expire before the new date. You must avoid any gap in coverage.

How to Fill Out a Form 308 – Application for Renewal of Registration of a Foreign Limited Liability Partnership

Start with timing. Confirm the expiration date of your current Texas LLP registration. Note your anniversary date. Plan to file several weeks in advance. Build review time into your schedule. Avoid overnight scrambles that lead to errors.

Step 1: Confirm eligibility.

Verify that your partnership remains in existence in its home jurisdiction. Confirm that you continue to operate as an LLP under your governing law. If your home registration expired or converted, address that first. Texas expects your foreign partnership to be valid where it was formed.

Step 2: Gather core information.

You need your exact legal name, as it appears in your home jurisdiction. You need the jurisdiction of formation. You need your principal office address or the chief executive’s office. You also need your Texas registered agent’s name and registered office address. Confirm the agent’s consent and availability.

Step 3: Check name availability.

Confirm that your legal name is available for use in Texas. If it is not, choose an assumed name for Texas use. The assumed name must meet Texas rules. Keep it consistent with your other Texas filings. If you already use an assumed name in Texas, renew under that same name.

Step 4: Confirm your Texas registration number.

You should list the file number that Texas assigned when you registered as a foreign LLP. You will find it on your prior registration. Use the exact number to avoid processing delays. If you cannot find it, check your internal records before you file.

Step 5: Determine the number of partners.

Texas ties the renewal fee to the number of partners. Count current partners as of the filing date. Include partners as defined by your governing law and partnership agreement. Keep a record of the count. You may need to support it later.

Step 6: Complete the form’s entity details.

Enter your legal name or assumed name for Texas use. Enter your jurisdiction of formation. Enter your principal office address. Enter your Texas registered agent name and registered office street address. Use a physical Texas address for the registered office. Do not use a P.O. Box for the registered office.

Step 7: Select the effective date.

You may request immediate effectiveness upon filing. Or you may choose a delayed effective date within an allowed window. Use a delay only if your current registration remains active through that date. If you are renewing late, choose immediate effectiveness.

Step 8: Review agent information and consent.

Confirm the registered agent has agreed to serve. If the form requires a consent acknowledgment, complete it. If your agent changed recently, ensure the change is reflected. Mismatched agent details cause rejections.

Step 9: Prepare the execution block.

The form must be signed by an authorized person. That is usually a partner or a duly authorized agent. Print the signer’s name and title clearly. Use a wet signature if required. If electronic filing is allowed, follow the specific signature format.

Step 10: Calculate the filing fee.

Texas charges a per-partner fee for foreign LLP renewals. The total fee is based on your partner count. Confirm acceptable payment methods. If you file online, you can pay by card or account. If you mail the filing, include a check for the exact amount. If you deliver in person, confirm acceptable payment before you go.

Step 11: Choose your submission method.

You can file online, by mail, or in person. Online filing is usually faster. Mail introduces transit time and risk of delays. In-person filing may offer same-day processing depending on workload. Choose the method that meets your deadline and documentation needs.

Step 12: Include a return contact.

Provide a contact name, phone number, and email. This helps the state reach out to you with questions. It also ensures you receive the filed copy or any rejection notice. Use a monitored inbox. Avoid one-off personal addresses.

Step 13: Final review before submission.

Check the spelling of the partnership name. Check the registered agent name and address. Check the jurisdiction of formation. Check the partner count and fee math. Confirm the effective date. Verify the signer’s authority. Errors often occur in these fields.

Step 14: Submit and track.

If you file online, save your confirmation. If you mail the form, use a trackable method. If you deliver in person, get a receipt. Keep copies of the signed form, payment proof, and any confirmation.

Step 15: Receive evidence of filing.

You will receive a filed copy or certificate showing renewal. Store it with your minute book or compliance records. Share it with your registered agent and finance team. Some clients may ask for proof before releasing payment or awards.

Step 16: Update related records.

If you renewed under an assumed name, update invoices, contracts, and marketing. Ensure your insurance records reflect the active LLP status. Confirm that your vendor registrations and licenses align with the renewed term. Update your internal compliance tracker with the new expiration date.

Step 17: Plan next year’s renewal now.

Add a reminder 90 days before the next expiration. Assign an owner. Keep the partner count updated quarterly to avoid last-minute surprises. Review your registered agent agreement to ensure continuous service.

Common mistakes to avoid

• Missing signatures.
• Wrong agent address.
• Wrong legal name.
• Incorrect partner count.
• Unpaid or underpaid fee.
• A delayed effective date creates a gap.
• Fix these before you submit.

If your registration has already lapsed, act quickly. File the renewal and restore active status. Review your operations during the gap. If you entered contracts or performed services in Texas during the lapse, consult with counsel. You may face risk exposure for that period. Address insurance implications and client notifications if needed.

If your partnership has changed jurisdictions or converted entity type, pause. You may need to address that change before renewing. Texas records must match your current legal status. If your home state now records you as a different entity type, confirm whether Form 308 remains correct. You might need a different filing.

If your registered agent has resigned, appoint a new agent before or with the renewal. You cannot maintain an active registration without a registered agent and office in Texas. Make sure the new agent accepts the role and is ready to receive service.

If you are no longer doing business in Texas, consider alternatives to renewal. You can let the registration expire or file a withdrawal. Think about tail liabilities, ongoing contracts, or warranty periods. Keep the registration active until those exposures wind down. Then exit cleanly to avoid future obligations.

Form 308 is straightforward when you prepare. Confirm your data, sign with authority, pay the correct fee, and submit on time. Keep your status active year after year. That protects your partners and keeps your Texas operations running without disruption.

Legal Terms You Might Encounter

• Foreign limited liability partnership means a partnership formed outside Texas that elected limited liability partner status in its home jurisdiction. In this form, you confirm your status and renew your authority to operate in Texas as an LLP.
• Jurisdiction of formation is the state or country where you organized the partnership and elected LLP status. You list that jurisdiction on the form to prove you are a foreign LLP and not a Texas partnership.
• Registered LLP name is the exact legal name of your partnership as recognized in your home jurisdiction. The form uses that name for renewal. If the name changed, you usually handle the name change by amendment before or along with renewal.
• Assumed name (or alternate name) is a different name you use in Texas if your true name is not available or does not meet Texas naming rules. If the form requests it, you provide the assumed name so Texas records match what you use in the state.
• Principal office address is your main business address, often in your home jurisdiction. The form asks for it so Texas has a reliable contact location for official mail. Keep it current to avoid missed notices that can cause a lapse.
• Effective date is when the renewed registration takes effect. You can often choose the filing date or a specified future date, if the form allows. If you pick a future date, confirm your current registration remains active until then.
• Filing number (or document number) is the unique number Texas assigned when your foreign LLP first registered. You use it to match the renewal to the right entity. Having it correct speeds processing and reduces rejection risks.
• Authorized person is the person who signs the application. That person must have authority to bind the partnership, often a partner or authorized officer. Texas relies on this signature to validate the renewal.
• Liability shield refers to the limitation of liability for partners in an LLP for certain obligations of the partnership. Your renewal helps preserve that shield for activities in Texas. If the registration lapses, the shield may not apply in Texas during the gap.
• Good standing means your partnership is active and compliant in your home jurisdiction. While not always requested as a document for renewal, this status matters. Texas expects your foreign LLP status to be valid where you formed, and your answers on the form confirm that.

FAQs

Do you need to renew every year, or is it longer?

You renew on the schedule the law sets for LLP registrations. Many renewals align with a one-year term from the prior effective date. Check your last Texas registration approval to see the end date. File early enough that you do not face a lapse. If you file late, you risk a gap in your liability protection in Texas.

Do you need to provide a certificate from your home jurisdiction?

For a renewal, you typically do not attach a separate certificate from your home jurisdiction. You confirm your foreign LLP status directly on the form. If your name or structure changed in your home jurisdiction, complete any required amendment first. That way, your renewal reflects accurate information.

Do you have to list the number of partners on the renewal?

Some renewals ask you to state the current number of partners as of the filing date. If the form includes this item, provide the accurate count. Texas calculates fees and records based on that figure. Confirm the number with your internal records to avoid underpayment and processing delays.

Do you need a registered agent in Texas to renew?

The renewal focuses on your continued registration as a foreign LLP. The form requires specific addresses for contact and service per its instructions. Follow the form exactly. If the form requires an agent or designated contact, list a Texas street address that meets the requirement. Keep that information current to avoid missed legal notices.

Do you need to amend before renewing if your name changed?

Yes, handle name changes before or along with the renewal. If your home jurisdiction name changed, file the name change amendment so that Texas records match. If your new name is not available in Texas, you may need to adopt an assumed name for use in Texas. Do not submit a renewal with an outdated or unavailable name.

Do you have to renew if you are not doing business in Texas anymore?

No. If you no longer transact business in Texas, you typically file a withdrawal or termination for the foreign registration instead of renewing. That stops future renewal obligations and fee assessments. Hold off on withdrawing if you still have open matters, contracts, or property in Texas that require ongoing authority.

Do you need original signatures, or can you file electronically?

Texas accepts filings in the formats and methods it prescribes. If electronic filing is allowed, a digital signature from an authorized person is usually acceptable. If filing by paper, use an original ink signature as directed. Follow the form’s signature and delivery instructions exactly to avoid rejection.

Do you lose the liability shield if the renewal is late?

You can. If your registration lapses, your liability protection for activities in Texas may not apply during the lapse period. That can expose partners to risk. File the renewal early to avoid a gap. If a lapse occurs, address it immediately. You may need a new registration if late renewal is not available.

Checklist: Before, During, and After the Form 308 – Application for Renewal of Registration of a Foreign Limited Liability Partnership

Before signing: Information and documents you need

• Exact legal name of the partnership as recognized in your home jurisdiction.
• Texas filing number from your original foreign LLP registration.
• Jurisdiction of formation and confirmation that your LLP status is active there.
• Principal office address and any Texas address the form requests.
• Assumed name to use in Texas if your legal name is not available in Texas.
• Current number of partners, if the form requests this for fee calculation.
• Authorized signer details and proof of signing authority, if needed internally.
• Payment method for the state fee and any expedite fee, if you plan to expedite.
• Calendar of your current registration expiration date to plan filing timing.
• Internal approvals required by your partnership agreement for filings.

During signing: Sections to verify

• Entity name fields: confirm the exact spelling and punctuation.
• Jurisdiction and entity type: confirm “foreign limited liability partnership.”
• Principal office address and any Texas address: ensure deliverability and accuracy.
• Partner count, if requested: confirm that it aligns with your current internal roster.
• Effective date choice: confirm it prevents a lapse in coverage.
• Assumed name, if used: confirm it matches your assumed name filings.
• Signature block: confirm the signer’s name, title, and date.
• Fee calculation, if shown: confirm alignment with the partner count and form rules.
• Contact person for questions: list someone who will respond promptly to state inquiries.

After signing: Filing, notifying, and storing instructions

• File using the accepted method stated on the form. Submit payment in the accepted form.
• Request confirmation of filing. Retain the confirmation and any stamped copy you receive.
• Calendar the new expiration date immediately after approval posts.
• Notify internal stakeholders: finance for fee records, legal for compliance tracking, and operations for contract support.
• Update outside parties as needed: banks, insurers, and key clients who require proof of Texas authority.
• Store the approved renewal, proof of payment, and all related correspondence in your entity records.
• Update any public listings or regulatory profiles to reflect current registration dates.
• Set a reminder 90, 60, and 30 days before the next expiration to prepare the next renewal.

Common Mistakes to Avoid Form 308 – Application for Renewal of Registration of a Foreign Limited Liability Partnership

Using an outdated or unavailable name in Texas.

• Consequence: The state can reject the filing. Your registration can lapse while you correct the name.

Listing the wrong partner count where required.

• Consequence: Fee miscalculation triggers rejection or underpayment notices. Processing delays can cause a lapse.

Letting the effective date create a coverage gap.

• Consequence: Your liability shield in Texas may not apply during the gap. Partners face avoidable risk.

Having an unauthorized person sign the form.

• Consequence: The state can reject the filing. You must re-execute, losing time and possibly your renewal window.

Ignoring address updates for official notices.

• Consequence: You can miss cure notices or rejections. That can lead to late filings or loss of registration.

Don’t forget to cross-check every field against your last approved registration. Small data errors lead to avoidable delays.

What to Do After Filling Out the Form 308 – Application for Renewal of Registration of a Foreign Limited Liability Partnership

1. File the application and pay the required fee. Use the filing method noted on the form. Confirm the state receives both your documents and payment.
2. Track filing status. Assign one person to monitor acknowledgments and respond to any state inquiries. Keep phone and email contact active until approval.
3. Review the approval notice. Confirm the entity name, jurisdiction, effective date, and any assumed name. Make sure the expiration date is clear and calendared.
4. Handle rejections fast. If the state rejects the filing, fix the noted issues and refile quickly. Ask for confirmation that the corrected filing will prevent a lapse if timing is tight.
5. Update internal records. Add the approved renewal to your entity ledger. Update the compliance calendar. Notify leadership and finance of the new term.
6. Coordinate related changes. If your name, address, or partner count has changed, update your internal agreements and public disclosures as needed. Align bank resolutions or insurance endorsements if they reference your Texas status.
7. Distribute proof. Provide the approved renewal or acknowledgment to teams that need it for contracts, bids, or licensing. Keep a clean copy ready for due diligence requests.
8. Plan ahead. Set automated alerts to start the next renewal process early. Create a short checklist for the next cycle so you can file in a single sitting.