Form 704 – Notice of Withdrawal of Registration of a Limited Liability Partnership

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

What is a Form 704 – Notice of Withdrawal of Registration of a Limited Liability Partnership?

Form 704 is the filing you submit to the Texas Secretary of State to terminate a partnership’s existing LLP registration for operations in Texas. In effect, it notifies the state that the partnership no longer wishes to be treated as a limited liability partnership. Once the Secretary of State files the document, the public record reflects the end of the LLP registration as of the effective date you specify or, if none is specified, the date of filing. The filing addresses only the LLP status; it does not dissolve the underlying partnership or resolve existing obligations.

You would use this form when the LLP shield is no longer necessary or no longer fits the partnership’s plans—such as after winding up operations, upon conversion to another entity type (like an LLC), after a merger, or when the partnership is leaving the Texas market. Choosing to withdraw proactively, rather than simply not renewing, allows you to control the timing and ensure public records align with your business events.

The form is typically executed by a partner or another authorized person as defined by the partnership agreement—e.g., a managing partner, an administrator, or an agent with delegated authority. It applies to general or limited partnerships that have elected LLP status in Texas, including professional LLPs. After withdrawal is effective, remove “LLP” or similar designators from the name and all materials—contracts, templates, website, signage, and correspondence—so you no longer imply that the LLP shield remains in place.

The withdrawal is not retroactive. It stops the LLP status on and after the effective date, while the protections and responsibilities that existed during the LLP period continue to govern historical events. Financial, tax, or regulatory obligations that arose before the effective date must still be satisfied under the rules applicable at the time those obligations arose.

Often, Form 704 is one element in a larger wind-up or restructuring plan. You might align the withdrawal with the effective date of a conversion or merger filing, or complete the withdrawal after all material wind-up tasks are finished. Coordinating filings helps avoid gaps or overlaps in entity status and presents a clear, accurate record to counterparties and regulators.

When Would You Use a Form 704 – Notice of Withdrawal of Registration of a Limited Liability Partnership?

File Form 704 when you want to end the Texas LLP registration on a specific timetable rather than waiting for a renewal period to lapse. Common reasons include structural change, exit from Texas, or simplifying compliance. An affirmative withdrawal clarifies the record, reduces confusion, and stops future renewal obligations tied to the LLP registration.

Typical usage scenarios

• Winding up and dissolution: After debts are paid, assets distributed, and operations closed, the LLP status may be unnecessary. The withdrawal sets a definitive end date in the public record.
• Conversion to another entity: Coordinate the withdrawal to be effective the same day the conversion takes effect so records show a seamless transition from LLP status to the new entity type.
• Merger or consolidation: If the partnership merges into another entity, time the withdrawal to the merger’s effective date to prevent any appearance of continued LLP operations afterward.
• Ending business in Texas: If the partnership stops transacting in Texas, the LLP registration becomes redundant. Withdrawal prevents misimpressions and helps avoid renewal notices.
• Administrative simplification: Partnerships sometimes withdraw if the LLP designator no longer reflects their structure or if contractual and insurance arrangements substitute for the LLP shield.

The filing is typically managed by those responsible for governance or compliance—managing partners, administrators, or an authorized agent. They secure internal approvals, set an effective date, and coordinate with any conversion, merger, or dissolution filings. Even if the registration would lapse later, withdrawing now may better align with your transaction schedule or minimize confusion for third parties.

Timing matters. If you withdraw too early, you could lose LLP protection before completing tasks that still benefit from it. If you file too late, the public record may show LLP status longer than you intend. Choose a timetable that fits your approvals, business milestones, and related filings. A coordinated plan reduces risk, avoids gaps in protection, and presents a consistent status to counterparties.

Legal Characteristics of the Form 704 – Notice of Withdrawal of Registration of a Limited Liability Partnership

Form 704 is legally operative once accepted by the Secretary of State. The withdrawal terminates the LLP registration as of the filing date or the valid delayed effective date you designate. Accurate information, proper authorization, a valid signature, and the correct fee are essential; errors can delay processing or invite challenges.

Internal authority must be established under the partnership agreement or governing procedures. If votes, consents, or specific approvals are required, complete them before signing, and keep written evidence with your records. Clarity about who may sign—and in what capacity—reduces the risk of rejection or later disputes about the filing’s validity.

Withdrawal does not discharge prior obligations. Debts, claims, taxes, or regulatory duties tied to events before the effective date remain governed by the rules and facts in place during those periods. Ensure pre-withdrawal filings and reports are completed on time, and keep advisors informed about the effective date so they can close out any remaining compliance tasks tied to the LLP era.

After the withdrawal becomes effective, stop using the “LLP” designator. Update contracts, invoicing, marketing, letterhead, websites, and directory listings accordingly. If you hold assumed names or licenses including “LLP,” prepare updates or cancellations so third-party records match your new status.

Plan the effective date carefully. You can request immediate effectiveness or choose a valid delayed date. If you are converting or merging, align dates so this shield ends when the successor structure takes effect. Avoid a gap between protections; an uncoordinated sequence can leave you exposed in the interim.

Finally, keep proof of filing. The filed-stamped copy and any acknowledgement documents serve as confirmation of the withdrawal and its effective date. Store these with minutes, resolutions, and closing files. If questions arise later—during audits, diligence, or insurance renewals—clear proof will save time and prevent confusion.

How to Fill Out a Form 704 – Notice of Withdrawal of Registration of a Limited Liability Partnership

Use this streamlined process to complete and submit Form 704 accurately, on time, and in sync with related business events.

1) Confirm authority to withdraw

• Review governance rules to identify who must approve and who may sign. Note any vote thresholds, notices, or special approvals tied to major actions like mergers or conversions.
• Prepare a written resolution or consent authorizing the withdrawal, naming the signatory, and confirming any coordination with other filings and the intended effective date.
• Ensure the signer’s title and capacity match your records; update internal records if leadership has changed.

2) Gather core details

• Exact legal name: Use the exact name on file with the Secretary of State, including punctuation and spacing.
• Texas file number: Include the correct Secretary of State file number to avoid misapplication.
• Mailing address: Choose an address that will be monitored after the withdrawal, especially if offices are closing or relocating.
• Effective date plan: Decide whether to request immediate effectiveness or a valid delayed date timed with other events.

3) Identify the parties

• Filing party: The partnership currently registered as an LLP in Texas.
• Filing office: The Texas Secretary of State, which processes and records the withdrawal. Confirm any format or delivery preferences for the channel you select.

4) Complete entity information

• Name and file number: Input the exact name and the correct file number.
• Cross-check: Compare your entries against a recent renewal or registration record to confirm accuracy.

5) State the withdrawal

• Clear language: Include an explicit statement withdrawing the partnership’s Texas LLP registration.
• Scope: Ensure the statement pertains to the Texas registration. If you operate elsewhere, handle other jurisdictions separately as needed.
• Consistency: Align dates and terminology with any merger, conversion, or dissolution filings.

6) Select the effective date

• Immediate: Choose immediate effectiveness if you want the LLP status to end upon filing by the Secretary of State.
• Delayed: If coordination is key, specify a valid delayed effective date that prevents gaps with a conversion or merger.
• Practical tip: Build a single calendar for related filings and target dates, and confirm the sequence with your advisors.

7) Provide a mailing address

• Stability: Use an address that will remain active after the withdrawal.
• Responsibility: Assign someone to monitor mail for confirmations or questions, and document where the filed copy will be stored.

8) Add only necessary notes

• Authorization note: If helpful, add a short statement that internal approval was obtained in accordance with your governing procedures.
• Coordination note: Briefly reference a related merger or conversion if you are aligning effective dates.
• Keep it lean: Avoid extraneous representations; include only what supports authorization and timing.

9) Sign the form

• Authorized signatory: A partner or authorized person must sign, using their legal name and an accurate title that reflects authority.
• Signature details: Print the name, title, and signature date clearly. If signing through an entity partner, state the capacity and chain of authority.
• Retain copies: Keep the executed form and the authorizing resolution or consent in your permanent records.

10) Attach schedules only if necessary

• Use sparingly: Most withdrawals are short and stand alone. Add attachments only if needed for clarity (e.g., name histories) or if required by your governance documentation.
• Label clearly: Reference attachments on the form and ensure they do not conflict with the core statements.

11) Pay the filing fee

• Confirm amount: Verify the current fee before submission. Accurate payment is necessary for processing.
• Accepted methods: Prepare an acceptable payment method for the channel you choose (mail, in person, or online).
• Expedited service: If timing is tight, consider expedited handling and include any additional fee.

12) Submit the filing

• Channels: File by mail, in person, or through the state’s online system, if available. Choose the channel that fits your timeline and documentation needs.
• Cover letter: A brief cover letter listing contents, the entity name and file number, a contact person, and any special handling request can streamline review.
• Proof of delivery: For mail or drop-off, use a method with tracking. For online filings, save confirmation pages and downloads immediately.

13) Keep proof and update records

• Filed copy: Save the filed-stamped document as your official proof, along with receipts and acknowledgments.
• Notifications: Inform banks, insurers, clients, lenders, landlords, and vendors. Update agreements and certificates that reference LLP status.
• Remove designators: On the effective date, delete “LLP” or similar from names and materials. Update templates to prevent accidental reuse.
• Licenses and DBAs: Amend or cancel assumed names, licenses, and permits that reference LLP status. Adjust renewal calendars to avoid unintended renewals.
• Tax and reporting: Coordinate pre-withdrawal filings and reporting. Ensure your accounting team has the effective date and filed proof for accurate period treatment.

Tip: If you are converting or merging, align all effective dates and filing sequences. Proper orchestration prevents gaps in protection, keeps the public record consistent, and avoids confusion for counterparties.

Legal Terms You Might Encounter

• Limited Liability Partnership: A partnership that elects LLP status receives a statutory liability shield for certain obligations. The shield applies during the LLP period and is subject to legal limits. Form 704 ends the LLP registration in Texas on a go-forward basis without dissolving the partnership.
• Withdrawal: The formal termination of the LLP registration. It is prospective only; it does not cancel or alter liabilities tied to pre-effective-date events. After withdrawal, the partnership should not present itself as an LLP in Texas.
• Effective date: The date the withdrawal becomes operative. You may request immediate effectiveness upon filing or a valid delayed effective date. Aligning this date with conversions, mergers, or dissolutions helps avoid protection gaps.
• Authorization: The internal approval required under your partnership agreement or governance procedures. It may involve a vote, written consent, or designation of a signatory. Retain proof to substantiate the filing’s validity.
• Partner: An individual or entity recognized as a partner under the partnership agreement or applicable law. Authority to sign can vary; confirm who may execute the withdrawal and whether any specific consents are required.
• File number: The unique number assigned by the Texas Secretary of State to your LLP record. Including it ensures the withdrawal applies to the correct entity, particularly where names are similar or have changed.
• Dissolution: The decision and process to end the partnership entity. Withdrawal terminates the LLP registration; dissolution addresses the partnership’s continued existence. Your choice depends on whether the business will continue in another form.
• Winding up: The process of settling affairs—paying creditors, collecting receivables, disposing of assets, and handling compliance tasks. Many partnerships file Form 704 after winding up is substantially complete or in tandem with related filings.
• Liability shield: The protection associated with LLP status that can limit partners’ personal exposure for certain obligations incurred during the LLP period. Filing Form 704 ends the shield for obligations arising after the effective date.
• Conversion or merger: A change in entity form or combination with another entity. These events are commonly coordinated with the withdrawal so the public record shows a clean transition without overlaps or gaps.

FAQs

Do you have to file this form if your LLP registration is about to expire anyway?

Not necessarily, but filing gives you control. If timing matters for a transaction, wind-up, or stakeholder communications, withdrawal is the precise tool. Letting an LLP registration lapse at renewal may not match your schedule and can create ambiguity for counterparties. Filing Form 704 sets a clear effective date and may prevent unwanted renewal notices.

Do you need partner approval to submit Form 704?

Yes. Follow your partnership agreement or governance procedures. Typically, a vote, written consent, or express authorization is required to approve the withdrawal and name the signatory. Keep the approval with your records. Missing or flawed authorization can lead to rejection or questions about validity later.

Do you lose liability protection immediately when you file?

The LLP shield ends on the effective date—either upon filing if you choose immediate effectiveness, or on the valid delayed date specified. Obligations based on pre-effective-date events remain governed by the LLP status that existed then. If you still need the shield while finishing sensitive tasks, consider a delayed effective date.

Do you need to coordinate this form with a conversion or merger?

Yes. Set the withdrawal’s effective date to match the conversion or merger effective date. Alignment avoids gaps between protections and keeps public records consistent. Coordination also helps banks, insurers, and clients track your status without confusion.

Do you need to notify clients, lenders, or insurers after filing?

You should. Notify key stakeholders so contracts, coverage, and accounts reflect the change. Many agreements and policies reference your entity status; updating them prevents discrepancies. Remove “LLP” from all materials as of the effective date.

Do you need to file anything for assumed names or licenses?

Often, yes. If DBAs, licenses, or permits include the LLP designator, amend or cancel them and align their effective dates with the Form 704 filing. Review renewal calendars so no unintended renewals occur under the outdated status.

Do you get a refund if you withdraw before renewal?

Generally, no. Fees for prior periods are not refunded. Withdrawal operates prospectively and stops future renewals. Time your filing if you wish to avoid an upcoming renewal fee, and account for processing times.

Checklist: Before, During, and After the Form 704

Before signing

• Confirm exact partnership name and Texas file number.
• Obtain internal approval (resolution or consent) and name the authorized signer.
• Select a reliable mailing address that will be monitored post-withdrawal.
• Plan the effective date in coordination with dissolution, conversion, or merger filings.
• Inventory every use of “LLP” (licenses, DBAs, contracts, banking, insurance, website, signage, and templates) for timely updates.
• Decide payment method and whether to request expedited processing.

During signing

• Re-check the name and file number against the public record.
• Include an unambiguous withdrawal statement scoped to Texas.
• Choose immediate or delayed effectiveness and ensure alignment with related filings.
• Provide a current mailing address and assign responsibility for monitoring correspondence.
• Confirm the signer’s authority and title; sign and date the form properly.

After signing

• Submit the filing with the required fee using your chosen channel.
• Track acceptance and save the filed-stamped copy, receipts, and acknowledgments.
• Calendar the effective date; remove “LLP” from all materials on that date.
• Notify banks, insurers, landlords, key clients, vendors; amend contracts or certificates referencing LLP status.
• Update or cancel DBAs, licenses, permits, and directory listings with the LLP designator.
• Retain approvals, the filed document, and correspondence in your permanent files.

Common Mistakes to Avoid

• Misaligned effective dates: Ending the LLP registration before a conversion or merger takes effect can create a protection gap. Align effective dates precisely to avoid exposure.
• Incorrect name or file number: Even small inaccuracies can delay processing or misapply the filing. Cross-check against your latest state record before submission.
• Lack of proper authorization: A signature without authority risks rejection or later challenges. Follow the partnership agreement and document approvals.
• Continuing to use “LLP”: Leaving “LLP” on documents or websites after withdrawal can mislead counterparties and cause compliance issues. Prep updates in advance and deploy them on the effective date.
• Poor recordkeeping: Misplacing the filed-stamped copy complicates audits, closings, and insurance renewals. Store official proof and back it up electronically.

What to Do After Filling Out the Form

File the signed form with the Texas Secretary of State, pay the required fee, and request expedited service if timing is tight. Monitor for acceptance and note the effective date on your calendar. If you discover an error before acceptance, submit a corrected document; if acceptance has occurred, consider whether a corrective filing is appropriate based on the nature of the error.

Distribute the filed-stamped copy to partners and your records custodian, and share it with advisors handling banking, insurance, tax, and licensing. On or before the effective date, remove “LLP” from names, templates, contracts, invoices, online profiles, email signatures, and marketing. Update or cancel assumed names and licenses that reference LLP status, and check renewal calendars to avoid unintended renewals. Coordinate with tax and accounting teams to finalize pre-withdrawal reporting. Maintain an organized file that includes the authorizing resolution, executed Form 704, proof of submission, the filed-stamped copy, relevant correspondence, and evidence of license and DBA updates.