Form 412—General Information (Amendment To Registration Of A Foreign

form 412—general information (amendment to registration of a foreign limited partnership) the attached form is drafted to meet minimal sta

Form 412—General Information
(Amendment to Registration of a Foreign Limited Partnership)
The attached form is drafted to meet minimal statutory filing
requirements pursuant to the relevant code provisions. This form and
the information provided are not substitutes for the advice and
services of an attorney and tax specialist.
Commentary
This form has been promulgated to comply with the provisions of the
Texas Business Organizations Code (BOC) regarding amendments to the
registration of a foreign limited partnership filed with the secretary
of state.
Form 406 should be used to amend the registration of a foreign filing
entity other than a foreign limited partnership, limited liability
partnership, or financial institution,
Form 407 should be used to amend the registration of a foreign limited
liability partnership.
Form 411 should be used to amend the registration of a foreign
financial institution.
Form 422 should be used to amend the registration of a foreign filing
entity governed by the BOC to reflect a change effected by a merger or
conversion that effects a transfer of the registration.
Required Amendments: Section 9.009 of the BOC requires a foreign
limited partnership to amend its registration to reflect:
(1) a change to its name;
(2) a change in the business or activity stated in its application for
registration;
(3) the admission of a new general partner;
(4) the withdrawal of a general partner; and
(5) a change in the name of a general partner stated in its
application for registration.
Pursuant to section 9.009(c) of the BOC, the application for amendment
to registration must be filed on or before the 91st day following the
date of change in the jurisdiction of formation. The failure of a
foreign filing entity to file an amendment to its registration when
required to do so by law may result in the revocation of the entity’s
registration. (BOC § 9.101(b)(1)(C)).
Pursuant to section 9.010 of the BOC, if a foreign entity authorized
to transact business in Texas changes its name to a name that would
cause the entity to be denied an application for registration, the
previously issued application for registration is suspended until the
entity changes its name to a name that is available to it under the
laws of this state.
Other Amendments: This form may also be used to amend other statements
contained in the application for registration as desired by the
entity. For example, a foreign entity may update the principal office
address on file with the secretary of state by filing an amendment to
its registration.
Instructions for Form
*
Items 1-3—Entity Information: The amendment to registration must
contain the legal name of the entity. If the purpose of the
amendment is to reflect a change of name of the limited
partnership, item 1 must set forth the name as it currently
appears on the records of the secretary of state. If the entity
attained its registration under an assumed name, the qualifying
assumed name as shown on the records of the secretary of state
should be set forth on the amendment to registration. It is
recommended that the date the original application for
registration was filed and the file number assigned by the
secretary of state be provided to facilitate processing of the
document.
*
Items 4-7—Amendments to Application: Items 4 through 7 describe
circumstances or changes that require a foreign limited
partnership to amend its registration with the secretary of state.
Complete all items that apply to the entity.
*
Item 4—Change of Name: Complete item 4 to reflect a change to the
legal name of the entity as amended in its jurisdiction of
formation.
*
Item 5—Assumed Name Election/Change: Item 5 must be completed in
order to:
1.
adopt an assumed name for purposes of maintaining the registration
in Texas when the legal name of the entity is not available for
its use in Texas or fails to include one of the organizational
designations required under Texas law; or
2.
effect a change in the assumed name under which the original or
any amended application for registration was granted.
If the foreign entity is electing to adopt an assumed name or changing
the assumed name currently shown as its qualifying assumed name, the
foreign entity is required to file an assumed name certificate in
compliance with chapter 71 of the Texas Business & Commerce Code. The
promulgated form for filing the assumed name with the secretary of
state is Form 503. This form is not acceptable for filing with the
county clerk. If the former assumed name will no longer be used by the
entity, an abandonment of assumed name may be filed to terminate the
assumed name filing (Form 504).
*
Item 6—Change of Purpose: Item 6 must be completed in order to
effect a change in the business or activity stated in its original
application for registration or any amended registration. The
business or activity may be stated to be any lawful business or
activity under the law of this state. The entity must be
authorized to pursue the same business or activity under the laws
of the entity’s jurisdiction of formation.
*
Item 7—Changes to General Partners: Items 7A through 7C must be
completed to reflect:
(1) the admission of a new general partner;
(2) the withdrawal of a general partner; and
(3) a change in the name of a general partner stated in its
registration.
If the amendment is submitted to reflect the withdrawal of a general
partner or to reflect a change in the name of a general partner, the
amendment to registration will be rejected and returned for correction
if the information provided does not match the information on file
with the secretary of state. You may verify the general partner
information of record with the secretary of state by calling (512)
463-5555 or by sending an e-mail to [email protected].
If the new general partner is an individual, set forth the first name,
middle initial, and last name of that individual. Do not use prefixes
(e.g., Mr., Mrs., Ms.). Add suffixes when needed to express lineage
(e.g., Jr., Sr., III), but do not include other suffixes or titles
(e.g., M.D., Ph.D.). If the person identified as a general partner is
an organized entity, set forth the legal name of the organization.
If the space provided for items 7A through 7C is not sufficient, the
information may be provided as an exhibit or attachment to this form.
*
Item 8—Other Changes to the Registration: Complete item 8 to make
changes to the application for registration, other than changes to
name, purpose, and general partner information. If the space
provided is insufficient, other changes to the registration may be
provided as an exhibit or attachment to this form.
Amendment to Registered Agent: A person designated as the registered
agent of an entity must have consented, either in a written or
electronic form, to serve as the registered agent of the entity. (BOC
§ 5.201(b), effective January 1, 2010) Although the consent of the
person designated as registered agent is required, a copy of the
written or electronic consent need not be submitted with an amendment
to registration that amends or changes the name of the designated
registered agent.
Please note that the designation or appointment of a person as the
registered agent by a managerial official is an affirmation by that
official that the person named as registered agent in the instrument
has consented to serve as registered agent. The liabilities and
penalties imposed by sections 4.007 and 4.008 of the BOC apply with
respect to a false statement in a filing instrument that names a
person as the registered agent of an entity without that person’s
consent. (BOC § 5.207)
Amendment to Registered Office: The registered office address must be
located at a street address where service of process may be personally
served on the entity’s registered agent during normal business hours.
Although the registered office is not required to be the entity’s
principal place of business, the registered office may not be solely a
mailbox service or telephone answering service (BOC § 5.201).
*
Effectiveness of Filing: An amendment to registration becomes
effective when filed by the secretary of state (option A).
However, pursuant to sections 4.052 and 4.053 of the BOC the
effectiveness of the instrument may be delayed to a date not more
than ninety (90) days from the date the instrument is signed
(option B). The effectiveness of the instrument also may be
delayed on the occurrence of a future event or fact, other than
the passage of time (option C). If option C is selected, you must
state the manner in which the event or fact will cause the
instrument to take effect and the date of the 90th day after the
date the instrument is signed. In order for the instrument to take
effect under option C, the entity must, within ninety (90) days of
the filing of the instrument, file a statement with the secretary
of state regarding the event or fact pursuant to section 4.055 of
the BOC.
On the filing of a document with a delayed effective date or
condition, the computer records of the secretary of state will be
changed to show the filing of the document, the date of the filing,
and the future date on which the document will be effective or
evidence that the effectiveness was conditioned on the occurrence of a
future event or fact.
*
Execution: Pursuant to section 4.001 of the BOC, the amendment to
registration must be signed by a person authorized by the BOC to
act on behalf of the entity in regard to the filing instrument.
Generally, a general partner must sign an amendment to the
application for registration of a foreign limited partnership.
The amendment to registration need not be notarized. However, before
signing, please read the statements on this form carefully. A person
commits an offense under section 4.008 of the BOC if the person signs
or directs the filing of a filing instrument the person knows is
materially false with the intent that the instrument be delivered to
the secretary of state for filing. The offense is a Class A
misdemeanor unless the person’s intent is to harm or defraud another,
in which case the offense is a state jail felony.
*
Payment and Delivery Instructions: The filing fee for an amendment
to registration is $150. Fees may be paid by personal checks,
money orders, LegalEase debit cards, or American Express,
Discover, MasterCard, and Visa credit cards. Checks or money
orders must be payable through a U.S. bank or financial
institution and made payable to the secretary of state. Fees paid
by credit card are subject to a statutorily authorized convenience
fee of 2.7 percent of the total fees.
Submit the completed form in duplicate along with the filing fee. The
form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed
to (512) 463-5709; or delivered to the James Earl Rudder Office
Building, 1019 Brazos, Austin, Texas 78701. If a document is
transmitted by fax, credit card information must accompany the
transmission (Form 807). On filing the document, the secretary of
state will return the appropriate evidence of filing to the submitter
together with a file-stamped copy of the document, if a duplicate copy
was provided as instructed.
Revised 05/11
Form 412
(Revised 05/11)

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Amendment to Registration
of a
Foreign Limited Partnership
This space reserved for office use.
Submit in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: $150
----------------
Entity Information
1. The legal name of the foreign limited partnership is:
 
State the name of the entity as currently shown in the records of the
secretary of state.
2. If the limited partnership attained its registration under an
assumed name, the qualifying assumed name as shown on the records of
the secretary of state is:
 
3. The registration was issued to the foreign limited partnership on:
 
mm/dd/yyyy
The file number issued to the entity by the secretary of state is:
 
Amendments to Application
4. The registration is amended to change the legal name of the foreign
limited partnership as amended in the entity’s jurisdiction of
formation. The new name is:
 
5. The new name of the entity is not available for use in Texas or
fails to include an appropriate organizational designation. Or, the
entity wishes to amend the qualifying assumed name stated on its
application for registration or amended registration. The assumed name
the entity elects to adopt for purposes of maintaining its
registration is:
 
6. The registration is amended to change the business or activity
stated in its application for registration or amended registration.
The business or activity that the entity proposes to pursue in this
state is:
 
The entity certifies that it is authorized to pursue the same business
or activity under the laws of the entity’s jurisdiction of formation.
7. The foreign limited partnership amends its registration to add,
delete, or change the name of a general partner stated in its
application for registration or amended registration in order to
reflect the following changes.
7A. The partnership has admitted a new general partner whose name and
address are:
 
Name of New General Partner
 
 
 
 
 
Street or Mailing Address of New Partner
City
State
Country
Zip Code
7B. The person named below has withdrawn as a general partner of the
limited partnership.
 
Name of Withdrawn General Partner
7C. The partner named below has undergone a change of name.
 
Name of general partner as currently shown on the records of the
secretary of state.
The new name and current address of the partner are set forth below:
 
New Name of General Partner
 
 
 
 
 
Street or Mailing Address
City
State
Country
Zip Code
Other Changes to the Application for Registration
8. The foreign filing entity desires to amend its application for
registration to make changes other than or in addition to those stated
above. Statements contained in the original application or any amended
application are identified by number or description and changed to
read as follows:
 
Effectiveness of Filing (Select either A, B, or C.)
A. This document becomes effective when the document is filed by the
secretary of state.
B. This document becomes effective at a later date, which is not more
than ninety (90) days from
the date of signing. The delayed effective date is:
 
C. This document takes effect upon the occurrence of a future event or
fact, other than the
passage of time. The 90th day after the date of signing is:
 
The following event or fact will cause the document to take effect in
the manner described below:
 
Execution
The undersigned signs this document subject to the penalties imposed
by law for the submission of a materially false or fraudulent
instrument and certifies under penalty of perjury that the undersigned
is authorized under the provisions of law governing the entity to
execute the filing instrument.
Date:
 
By:
Signature of authorized person
 
Printed or typed name of authorized person (see instructions)
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Form 412