Texas Foreign Registration / Form 306
Texas Form 306 for limited partnerships formed elsewhere
Texas Form 306 is the Application for Registration of a Foreign Limited Partnership; a limited partnership organized outside Texas submits it to the Texas Secretary of State with a one-time $750 fee. We prepare Form 306 on request by email.
Form 306 in short
- State fee
- $750, one time
- Signed by
- A general partner
- Governing persons
- The general partners, at least one
- Amendments
- Form 412 for general partner changes, by the 91st day
- LLLP
- Also files Form 307
The Form 306 items
| Item | Partnership detail |
|---|---|
| 1 | Legal name, with no d/b/a or assumed name in this line |
| 2A / 2B | A designator if the name lacks one (limited, limited partnership, or an abbreviation of either, BOC 5.055), or an assumed name if the name is taken |
| 3 | Partnership EIN, or a note that it is pending |
| 4 and 5 | Jurisdiction and date of formation, and the existence statement |
| 6 | When Texas business began or will begin |
| 7 | Principal office address |
| 8 | Registered agent and Texas registered office |
| 9 | Consent to service through the Secretary of State in the listed cases |
| 10 | Each general partner's name and address: an individual or an organization, never both in one entry |
Unlike the LLC and corporation forms, Form 306 has no purpose item.
General partner changes mean an amendment
Texas requires a registered foreign limited partnership to amend its registration when a general partner is admitted or withdraws, or when a listed general partner's name changes, on top of the name and business changes every entity must report (BOC 9.009(a)(3)). The amendment goes on Form 412 and is due on or before the 91st day after the change; failing to amend is one of the listed grounds for revocation. Withdrawn or renamed partners must match the state's records exactly or the amendment is returned.
Limited liability limited partnerships register twice
A foreign LLLP has to hold two Texas registrations: Form 306 as a limited partnership and Form 307 as a limited liability partnership. The LLP registration renews every year; the LP registration does not.
Reports, taxes and liability
Limited partnerships are subject to franchise tax. A foreign LP outside the Comptroller's information-report system can be asked by the Secretary of State for a report on its agent, office and general partners at most once every 4 years; the notice goes to the registered office, and not filing in time leads to revocation.
One more difference: the code's rule that failing to register does not make owners personally liable for the entity's debts does not extend to a general partner of a foreign limited partnership (BOC 9.051(d)). General partners have one more reason to register on time.
Fee, filing and timing
The fee is $750, with the usual late fee of the same amount per calendar year if business began more than 90 days earlier. File through SOSPortal or by mail; expedite costs $50 for typically 2 to 3 business days. No notary is needed.
Why Form 306 comes back
- A d/b/a written into item 1 instead of the legal name.
- An individual and an organization squeezed into the same general partner entry; each entry takes one name only.
- A partnership name without "limited", "limited partnership" or an abbreviation, and nothing in item 2A.
- The partnership itself named as registered agent, or a mailbox given as the registered office.
Later amendments have their own trap: when an amendment removes or renames a general partner, the details must match what the Secretary of State has on file, and we check this when we prepare the amendment.
Moving the principal office later
The principal office in item 7 is the address the Secretary of State keeps for the partnership. To change it, amend the registration on Form 412; the registered office and agent are changed separately on Form 401 for $15. The amendment can take effect on filing or on a delayed date up to 90 days after signing.
Preparing Form 306
List the general partners
Full legal names and an address for each.
Check the name
Partnership designator, or an assumed name when needed.
Fix the Texas start date
It sets whether any late fee applies.
Sign as a general partner
Then file online or by mail with the fee.
Limited partnership questions
Does an LP registration renew each year?
No. It is a one-time registration; only LLP registrations renew annually.
Does the partnership need an office in Texas?
No. The principal office in item 7 can be anywhere. Texas only needs the registered office, which is the agent's street address here.
Who signs Form 306?
Generally a general partner of the partnership. The designation of the registered agent in the form counts as that partner's statement that the agent consented.
Can you file Form 306 for us?
Yes, on request. Send us the partnership details and we quote the filing.
One price for the whole filing
Register in Texas
Delaware or any stateTexas
$199
+ $750 state fee
- Form 304 for an LLC or Form 301 for a corporation, prepared from your answers
- Name check against Texas designator rules
- Filed with the Secretary of State through SOSPortal
- Our Texas registered agent, or one you name
- The approved registration sent to you
- Renewal: after the first year, the agent service renews at $149 a year
The state fee is passed through at cost. Checkout shows every line before payment. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Official sources
- Texas Secretary of State, Form 806 fee schedule (rev. 09/26)
- Texas Secretary of State, Form 304 instructions
- Texas Secretary of State, foreign entity FAQs
- Texas Secretary of State, Texas Express expedited filings
- Texas Comptroller, franchise tax
- Texas Secretary of State, Form 306 instructions (foreign limited partnership)
- Texas Secretary of State, Form 412 instructions (amended registration, foreign LP)
- Texas Business Organizations Code, Chapter 9 (foreign entities)
Ready to register in Texas?
Order online in a few minutes. We take it from there and send you the approved registration.