Form 609 – Certificate of Withdrawal of Registration of a Foreign Limited Liability Partnership

Jurisdiction: United States | Texas

What is a Form 609 – Certificate of Withdrawal of Registration of a Foreign Limited Liability Partnership?

Form 609 is an official filing with the Secretary of State of Texas. You use it to end the Texas registration of a foreign limited liability partnership. A foreign LLP is a partnership formed outside Texas that is registered to do business in Texas with liability protection for partners. This form withdraws that Texas registration.

You file this form when you no longer need Texas LLP status. It removes your Texas public record as a registered foreign LLP. It also ends your Texas registered agent appointment tied to the LLP registration. The filing does not dissolve your partnership in its home state. It only affects your Texas registration.

Who typically uses this form?

Managing partners and operations leaders of out-of-state LLPs do. So do in-house counsel and outside corporate paralegals. Registered agents may also prepare the filing for the partnership. Law firms operating as LLPs often use it when they close a Texas office. Consulting firms, engineering partnerships, and accounting firms use it too.

Why would you need this form?

You file it when your partnership no longer transacts business in Texas as an LLP. You also file it if you convert to a different entity that will register separately. You might file it after a merger that ends the LLP’s Texas presence. You also use it if you let your Texas LLP registration lapse and want a clean withdrawal of record. It prevents confusion on future searches and stops future renewal duties.

Typical usage scenarios

Your foreign LLP is registered in Texas to open an office. You later close the Texas office and stop engaging in Texas business. You file Form 609 to withdraw the LLP registration. Another scenario is a merger into an LLC that registers as a foreign LLC in Texas. In that case, you file this form to close the old foreign LLP registration. A third scenario is a strategic pullback. Your team sells only interstate, with no Texas nexus. You withdraw to avoid future renewal filings and to end registered agent obligations.

The filing has practical effects. When accepted, you cannot hold out as a Texas-registered LLP. The Secretary of State will forward any later legal process to the address you state in the form. That forwarding covers claims that arise from the period you were registered. Your internal partnership continues under its home state law. Your tax duties and licenses in Texas do not end by themselves. You must close those separately.

When Would You Use a Form 609 – Certificate of Withdrawal of Registration of a Foreign Limited Liability Partnership?

You use Form 609 when your foreign LLP no longer needs its Texas registration. Most often, your Texas footprint has ended. For example, you close a Texas office and end on-the-ground operations. You have no employees, agents, or inventory in Texas after a final wind‑down. You do not negotiate or perform contracts in Texas. You do not provide in-person services in Texas. In that situation, you should withdraw.

You may use the form after a merger or conversion. Suppose your foreign LLP converts to a corporation or LLC. The new entity will register on its own in Texas. The old LLP should withdraw its Texas registration. That avoids dual registrations and potential confusion in service of process.

You also use the form if your foreign LLP’s home-state registration ends. Your LLP status in your home jurisdiction might be canceled or not renewed. That change can affect your Texas registration. If the foreign LLP no longer exists in its home state, you should withdraw in Texas. Doing so cleans up the Texas record and ends registered agent duties.

Another common trigger is a shift to interstate-only activity. You might sell services from outside Texas without a Texas presence. Many interstate activities do not count as transacting business in Texas. In that case, you likely no longer need an LLP registration. Withdrawing reduces administrative work and fees. Still, confirm that your activity no longer meets Texas thresholds for doing business. If you still transact business, do not withdraw.

Law firms see this when they restructure or join a national platform. The firm may keep clients in Texas but serve them from outside the state. If there is no Texas office or partner practices in Texas, a withdrawal is often appropriate. Engineering and accounting LLPs see similar patterns when projects end. After the last Texas project closes and the warranty periods run, they withdraw.

You may also use the form when your registration has lapsed but remains on the record. A lapsed registration can cause confusion in contract reviews and diligence. Filing a withdrawal clarifies your status for future counterparties. It also stops expectations to maintain a registered agent in Texas tied to the LLP registration.

Finally, you may file if you registered under a different name in Texas. If you have changed names or brands, a withdrawal can be part of a larger cleanup. You might withdraw the old LLP registration and register a successor entity. This keeps the Texas record accurate and reduces misdirected service.

Legal Characteristics of the Form 609 – Certificate of Withdrawal of Registration of a Foreign Limited Liability Partnership

Form 609 is a statutory filing with the Secretary of State of Texas. It is legally binding once accepted and effective. It changes your legal status in Texas. After the effective date, you are not a registered foreign LLP in Texas. You cannot claim the Texas LLP liability shield for work done after withdrawal. You also cannot use a registered LLP name in Texas.

Enforceability flows from proper filing. You must complete the required information and sign the form. You must include the state filing fee. The signer must have authority to act for the partnership. A general partner or another authorized person may sign. The form does not need notarization. The Secretary of State will file the document if it meets legal form. When filed, the withdrawal takes effect as stated in the form. It can be immediate or delayed.

Withdrawal does not dissolve the partnership. It also does not cancel obligations from the time you were registered. The partners keep the liability shield for work done while the registration was effective. That shield is defined by law. It does not extend to work done in Texas after withdrawal. If you continue transacting business in Texas after withdrawing, you risk exposure. You also risk penalties for doing business without required registration.

The form includes a service-of-process provision. On withdrawal, you appoint the Secretary of State as your agent for service. That appointment covers claims arising from the period you were registered. You must provide a mailing address for the Secretary of State to forward the process. If you fail to provide a reliable address, you may miss important notices. Courts can still proceed after proper service on the Secretary of State. Keep the forwarding address accurate to protect your rights.

False statements in the form carry legal risk. You certify that the partnership has the authority to withdraw. You state that you are not transacting business as an LLP in Texas. Knowingly false statements can lead to penalties. Keep a record of your authority to sign. Keep internal approvals and board or partner consents as needed. This protects you if the filing is challenged later.

The filing does not resolve tax or licensing matters. Texas tax agencies and licensing boards operate under separate laws. You must close tax accounts and permits through their channels. The Secretary of State will not confirm tax clearance for this filing. That means you could be withdrawn while taxes remain due. You stay responsible for those obligations after withdrawal.

How to Fill Out a Form 609 – Certificate of Withdrawal of Registration of a Foreign Limited Liability Partnership

Follow these steps to prepare and file Form 609 with the Secretary of State of Texas.

1) Confirm you are ready to withdraw.

• Verify you have stopped transacting business in Texas as an LLP.
• Confirm you will not rely on the Texas LLP liability shield going forward.
• Make a plan for closing tax and licensing accounts outside this filing.
• Get internal approval to withdraw under your partnership agreement.

2) Gather key information before you start.

• Texas Secretary of State file number for your foreign LLP.
• Exact LLP name on the Texas records.
• Jurisdiction (home state or country) of formation.
• Principal office street address.
• A mailing address for service-of-process forwarding after withdrawal.
• Contact name, phone, and email for filing questions.
• Preferred return delivery for the file-stamped copy.

3) Complete the entity name and file number.

• Enter your LLP name exactly as on Texas records.
• Include punctuation and any Texas-assigned name if different.
• Enter the Texas SOS file number to avoid misidentification.

4) Provide home jurisdiction information.

• List the state or country where the partnership is formed.
• If your LLP has converted or merged, use the current jurisdiction.
• If your home-state LLP status ended, note that in your records. You still list the home jurisdiction on the form.

5) State the withdrawal clearly.

• Check or complete the statement that the LLP withdraws its Texas registration.
• Confirm that the LLP will not transact business in Texas as an LLP.
• Include the effective date option you choose. See Step 7.

6) Appoint the Secretary of State as agent for service.

• The form includes this appointment by law on withdrawal.
• Provide a reliable mailing address for the forwarding service of process.
• Use an address where your organization will receive legal mail long-term.
• A post office box is acceptable if reliable. A physical address is better.

7) Choose the effective date and time.

• Option 1: Effective on filing by the Secretary of State. This is the default.
• Option 2: Delayed effective date and time. You can delay up to 90 days.
• Option 3: Effective on a future event. If you select this, describe the event clearly. Also, provide a backstop date if required by the form.
• Most filers choose immediate effectiveness. Use a delay if you need a clean cutoff after closing tasks.

8) Registered agent considerations.

• Your Texas registered agent appointment tied to the LLP registration ends on withdrawal.
• You do not need a separate agent resignation to end that appointment.
• Notify your agent that you filed a withdrawal. This helps them close your account.

9) Execution of the form.

• A general partner or authorized person must sign.
• Type or print the signer’s name and title (for example, “Partner”).
• Date the document.
• No notarization is required.
• Electronic signatures are acceptable if filing online.

10) Prepare any optional attachments.

• If your LLP name changed since registration, include a brief explanation as needed. Still use the Texas-registered name in the main name field.
• If you used a different name in Texas, confirm that name in the form’s name line. That ensures the record matches.
• If you need more space for addresses, add a simple attachment labeled “Attachment to Form 609.”

11) Pay the state filing fee.

• Include the correct filing fee with your submission.
• If filing online, pay by credit card or direct debit.
• If filing by mail, include a check or money order payable as instructed on the form.
• If you need rush handling, request expedited processing and pay the additional fee. This is optional.

12) Submit the form.

• File online through the state’s electronic filing system for the fastest results.
• Or mail the signed form with payment to the Secretary of State of Texas.
• You can also deliver in person to the state office.
• Keep proof of delivery if you mail or hand-deliver the filing.

13) Track and confirm filing.

• Standard processing usually completes in a few business days.
• Expedited filings are processed faster.
• You will receive a file-stamped copy via your chosen delivery method.
• Save the file-stamped copy with your permanent records.

14) Handle post-filing tasks.

• Update your internal compliance calendar to remove Texas LLP renewals.
• Notify your registered agent and cancel related services.
• Remove Texas LLP references from your website, letterhead, and contracts.
• Close or update Texas tax, payroll, and permit accounts. Do this with the proper agencies.
• Notify counterparties who served notices to your Texas registered agent.
• Maintain insurance tail coverage if needed for past Texas projects.

15) Common mistakes to avoid.

• Using the wrong name. Match the Texas record exactly.
• Omitting the Texas file number. This causes delays or misfiling.
• Listing a bad forwarding address for service. Use a stable address monitored by legal.
• Forgetting to choose an effective date if you need a delay. Default is immediate.
• Signing without authority. Ensure the signer is a partner or authorized person.
• Treating this as a tax filing. It is not. Handle taxes separately.

16) Example for context.

• Your New York LLP opened an Austin office in 2020. You registered as a foreign LLP in Texas. In 2025, you close the office and end the Texas practice. You confirm that no partners are practicing in Texas. You have no employees or inventory in Texas. You complete Form 609 with the Texas file number and the New York jurisdiction. You select immediate effectiveness. You provide your New York headquarters as the forwarding address for service. A partner signs and dates the form. You file online and pay the fee. You receive a file-stamped copy the next day. You notify your registered agent to close the account. You also close Texas payroll and sales tax accounts. Your Texas LLP registration is now withdrawn.

17) Practical tips from filing teams.

• Start two to three weeks before your planned exit date. This gives you time for sign-off.
• Use your legal department’s central mailroom as the forwarding address. They handle the process quickly.
• If you plan a delay, align the effective date with your office lease end. That reduces coverage gaps.
• Keep a copy of the signed form and acceptance in your entity management system.

18) What this form does not do.

• It does not dissolve your partnership.
• It does not cancel assumed name certificates in Texas. File separate withdrawals if needed.
• It does not close tax, payroll, or licensing accounts. Manage those with the proper agencies.
• It does not bar lawsuits for past work. It only changes where service is sent.

If you follow these steps, your withdrawal is clean and timely. You end your Texas LLP registration with certainty. You also preserve your ability to receive a process for past Texas work. Keep your records current, and you will be ready for audits or diligence.

Legal Terms You Might Encounter

• Foreign limited liability partnership means your partnership was formed outside Texas and elected limited liability status under that other jurisdiction’s law. This form ends that partnership’s Texas registration, not the partnership itself.
• Registration is the approval that lets your foreign LLP operate in Texas under its home name. You filed to register before doing business here. Form 609 pulls that registration back.
• Withdrawal means you ask Texas to end your foreign LLP’s registration. After withdrawal, you cannot carry on business in Texas that requires registration.
• Registered agent is the person or company you named to accept legal papers in Texas. When you withdraw, you will either revoke that agent or keep the agent for a limited time as the law allows.
• Registered office is the Texas street address for your registered agent. If you revoke the agent with this form, you must name a reliable address to receive legal notices after withdrawal.
• Jurisdiction of formation is the state or country where your LLP was formed. You must list it in the form so Texas can identify the governing law for your entity.
• Governing person means the partner or manager who has the authority to sign on behalf of the LLP. For this filing, a general partner or authorized person must sign.
• Service of process is the formal delivery of lawsuits or official notices. After withdrawal, Texas may send service to the address you list. Make sure that the mailbox is monitored and secure.
• The effective date is when the withdrawal takes effect. You may request a future date within the allowed window. If you leave it blank, it takes effect when filed.
• Principal office is your main business office. If you end your Texas agent, you will often use your principal office address to receive future notices.

FAQs

Do you need to stop all Texas business before filing?

Yes. You should wind down Texas operations before you file. Close or transfer any Texas contracts that require a registered status. Do not start a new Texas business once you sign the form.

Do you need a tax clearance to withdraw?

Some entities must secure tax clearance before withdrawal. Check your tax status with the state tax authority. If a clearance is needed but missing, your filing may be delayed or rejected.

Do you need to be in good standing to withdraw?

You should resolve delinquent reports and fees first. Unresolved issues can slow review. They can also trigger continued obligations after withdrawal.

Do you need to keep a registered agent after withdrawal?

You may revoke the agent in this form. If you do, you must provide an address for future service of process. Use an address you control and will monitor long term.

Do you need to list a delayed effective date?

No. You can let the filing take effect when filed. If you prefer a later date, you may request one within the permitted period. Many filers choose the month‑end to align records.

Do you need to attach any additional statements?

You may need an attachment if your signature authority is not obvious. You may also attach any extra statement the form allows, such as a delayed effective provision. Keep attachments clear and signed if needed.

Do you need to notify clients or counterparties?

Yes. Tell clients, vendors, banks, and landlords that you withdrew. Update contracts, billing, and remittance details. This prevents missed notices and payment issues.

Do you need to file in your home jurisdiction, too?

You may need to maintain your LLP status in your home jurisdiction. If you plan to dissolve or convert, handle that under your home law. This Texas filing does not dissolve your entity elsewhere.

Checklist: Before, During, and After the Form 609

Before signing: gather information and documents

• Legal name of the foreign LLP exactly as on Texas records.
• Home jurisdiction and date of formation.
• Texas file number for the registration.
• Name and title of the person who will sign.
• Proof of signing authority, if the signer is not obvious.
• Registered agent details, if you plan to keep or revoke the agent.
• A reliable mailing address for service of process after withdrawal.
• Any needed tax clearance or account status confirmation.
• Internal approvals are required by your partnership agreement.
• Preferred effective date, if you want a future date.

During signing: verify key sections

• Confirm the LLP name matches Texas records, including punctuation.
• Confirm the home jurisdiction is correct and consistent with prior filings.
• Insert the Texas file number to speed processing.
• State that the LLP is withdrawing its Texas registration.
• Decide whether to revoke the registered agent and office.
• Provide a complete address for service after withdrawal.
• Add a delayed effective date only if you truly need one.
• Review the signature block for the correct capacity and name.
• Date the form. Make sure the date aligns with any delayed effectiveness.
• Check for required attachments and list them, if any.

After signing: filing, notifying, storing

• File the form with the filing office and pay the fee.
• If paying by check, confirm the payee name and amount.
• Track the submission method and keep proof of delivery.
• Calendar a follow‑up to confirm acceptance or to address any issues.
• Notify your registered agent of the withdrawal, especially if revoked.
• Update internal and external records to reflect Texas’s withdrawal.
• Inform banks, insurers, key clients, and landlords.
• Close or update Texas permits, licenses, or tax accounts as needed.
• Store stamped copies with your entity records and minute book.
• Monitor the address you listed for service for at least the statutory period.

Common Mistakes to Avoid

• Don’t forget the service address after revoking your agent. If you omit a good address, you may miss legal notices. That can lead to default judgments or penalties.
• Don’t use a signer without clear authority. If the signer lacks authority, the filing may be rejected. It can also create disputes inside the partnership.
• Don’t misstate the entity name or home jurisdiction. A mismatch causes processing delays. It can also create confusion in lien and litigation searches.
• Don’t ignore outstanding taxes or reports. Unresolved accounts can delay the withdrawal. They may also keep you on the hook for ongoing compliance.
• Don’t pick the wrong effective date. A poor date can disrupt contracts, insurance, and payroll. Align the date with your wind‑down plan.

What to Do After Filling Out the Form

1. File the form and pay the fee. Use a filing method you can track. Keep the receipt or tracking number.
2. Confirm acceptance. Watch for acknowledgment. If the filing office needs corrections, respond quickly. Resolve any deficiencies in writing and resubmit promptly.
3. Update your registered agent status. If you revoked the agent, notify them anyway. Ask them to return or destroy any unused documents tied to your Texas registration.
4. Notify stakeholders. Tell clients, counterparties, lenders, and insurers that you withdrew. Provide your post‑withdrawal address for notices. Update invoices, purchase orders, and contract exhibits.
5. Align your contract portfolio. Review agreements that assume a Texas registration or agent. Amend notice provisions to reflect your new service address. Assign or terminate Texas‑based agreements as needed.
6. Handle licenses and permits. Close, transfer, or amend any licenses that depend on Texas registration. Verify whether local permits require a final filing or notice.
7. Settle tax and payroll items. Close Texas payroll accounts if applicable. File final tax reports as required. Keep proof of filings and payments in your records.
8. Validate UCC and lien records. If you used a Texas registered agent address on filings, update secured parties and borrowers. Confirm that notice addresses remain correct.
9. Adjust insurance. Inform your insurers of the change. Update scheduled locations and risk profiles. Confirm ongoing coverage for tail liabilities in Texas.
10. Protect your name. If you filed an assumed name in Texas, cancel or let it expire according to your plan. Remove your name from Texas directories and marketing.
11. Maintain a service mailbox. Monitor the post‑withdrawal address for official mail. Keep it active for several years. Route legal mail to counsel on receipt.
12. Archive your records. File the stamped Certificate of Withdrawal with your core entity documents. Keep a copy of the signed form, proof of fee payment, and acceptance notice. Store them with your partnership agreement.
13. Plan for future reentry. If you may return to Texas, note what triggered registration the first time. Document the steps so you can re‑register quickly when needed.
14. Review ongoing operations. Confirm you no longer have a Texas nexus that requires registration. If new Texas activities arise, consider whether you must re‑register before starting them.
15. Close the loop internally. Communicate the effective date to finance, sales, HR, and operations. Confirm your systems, templates, and letterhead no longer reference a Texas registration.
16. Monitor dispute exposure. Track any pending or threatened Texas claims. Keep counsel informed. Ensure the service address is current until any limitations periods pass.
17. Reconcile payments. Match filing fees to invoices and ledgers. Record the expense and supporting documents for audit purposes.
18. Evaluate governance documents. If your partnership agreement references Texas registration, update it. Remove obligations tied to the Texas agent or office.
19. Consider home‑jurisdiction steps. If you plan to dissolve, convert, or merge, follow your home law. Keep the Texas withdrawal on your closing checklist so nothing lingers.
20. Stay organized. Create a “Texas Withdrawal” folder. Include the form, acceptance, related notices, and a timeline. This helps during audits, diligence, or a future return.