Texas LP (Limited Partnership)
Partnership structure separating general-partner control from limited-partner investment interests.
Quick filing reference
Default filing fee: $750 state filing fee
Primary form: Texas SOS Form 207 (Certificate of Formation - Limited Partnership)
Last verified against official sources: 2026-06-03
When this entity is usually a good fit
- Real-estate and investment structures using GP/LP economics
- Teams needing distinct active-management and passive-investor roles
- Operators using partnership tax characteristics strategically
Key risks and watch-outs
- General partner exposure and governance planning are critical
- Partnership agreement quality heavily affects risk control
- Compliance and tax reporting can become complex quickly
Step-by-step formation workflow
1) Define GP/LP structure
Determine management authority, economics, and transfer terms in the partnership agreement.
2) File Form 207
Submit LP certificate with required details and filing fee.
3) Complete tax registrations and operational setup
Obtain EIN, banking setup, and accounting/reporting systems appropriate for partnership allocations.
Taxes, costs, and annual compliance
- Partnership taxation can be efficient but requires disciplined accounting and allocation tracking.
- Texas franchise tax and report obligations may apply based on activity/structure.
Franchise tax/Public Information reporting
Review Comptroller filing obligations and threshold changes annually.
Partnership agreement governance
Maintain current agreements, ownership records, and amendment controls.
Compliance timeline checkpoint
Formation Month · Days 1-30
Finalize filings, EIN, ownership records, and operating governance documents.
Quarterly Operations · Every 90 days
Validate registered agent, ownership changes, and internal record hygiene.
Annual Compliance Cycle · Each report year
Prepare franchise tax and public-information filings by current Texas deadlines.
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