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Limited Partnership (LP) in Texas

Limited Partnership (LP) in Texas

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Thinking of launching a business in Texas, where some partners invest capital but stay out of day-to-day management? A Limited Partnership (LP) cou...

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Thinking of launching a business in Texas, where some partners invest capital but stay out of day-to-day management? A Limited Partnership (LP) could be the perfect fit. This flexible business structure allows you to divide control and liability among different types of partners — ideal for real estate ventures, investment funds, and collaborative startups.

At 100Services, we help you form your LP in Texas correctly and quickly, ensuring all documents are filed, responsibilities are clear, and your structure is legally sound.

🤝 What Is a Limited Partnership (LP) in Texas?

A Limited Partnership is a business structure that requires at least two types of partners:

  • General Partner(s) – They actively manage the business and carry personal liability for debts and obligations.
  • Limited Partner(s) – They contribute capital and share in profits but do not manage the business and have limited liability up to the amount of their investment....
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Thinking of launching a business in Texas, where some partners invest capital but stay out of day-to-day management? A Limited Partnership (LP) could be the perfect fit. This flexible business structure allows you to divide control and liability among different types of partners — ideal for real estate ventures, investment funds, and collaborative startups.

At 100Services, we help you form your LP in Texas correctly and quickly, ensuring all documents are filed, responsibilities are clear, and your structure is legally sound.

🤝 What Is a Limited Partnership (LP) in Texas?

A Limited Partnership is a business structure that requires at least two types of partners:

  • General Partner(s) – They actively manage the business and carry personal liability for debts and obligations.
  • Limited Partner(s) – They contribute capital and share in profits but do not manage the business and have limited liability up to the amount of their investment.

This dual structure makes LPs especially useful when one party wants control and the other seeks passive investment opportunities.

🔍 Why Choose a Texas LP?

Forming a Limited Partnership in Texas offers several strategic advantages:

✅ Clear division of roles and responsibilities

✅ Protection for passive investors (limited partners)

✅ Operational control remains with the general partners

✅ Scalable structure for raising funds

✅ Ideal for family businesses, real estate deals, and private equity setups

🧾 Key Characteristics of a Texas LP

✔ At Least One General and One Limited Partner

To qualify as an LP, you must designate at least one general partner who will oversee management and take on personal liability, and one limited partner who acts as an investor only.

For federal tax filing rules and partnership income distribution, refer to the official IRS guide on partnerships.

✔ Limited Liability for Passive Investors

Limited partners enjoy liability protection as long as they stay out of business operations and management decisions.

✔ Formal State Filing Required

To operate legally in Texas, LPs must file a Certificate of Formation – Limited Partnership (Form 207) with the Texas Secretary of State and comply with all state regulations.

✔ No Corporate Tax at Entity Level

Texas LPs benefit from pass-through taxation, meaning profits pass directly to the partners without corporate tax liability (unless the entity is otherwise classified).

🛠 What’s Included in Our Texas LP Formation Service

With 100Services, your partnership gets set up properly from day one. Here’s what our package includes:

✅ 1. Business Name Availability Search

We help you select and secure a compliant LP business name that aligns with state rules and your brand vision.

✅ 2. Certificate of Formation Filing (Form 207)

We prepare and file the required Form 207 with the Texas Secretary of State — the legal step to establish your LP.

✅ 3. EIN (Employer Identification Number) Registration

Your LP will need an EIN from the IRS to open business bank accounts, file taxes, or hire employees. We will apply for it on your behalf.

✅ 4. Optional DBA Filing

If your LP plans to operate under a name different from its legal name, we’ll file your Assumed Name Certificate (DBA) at the state or county level.

✅ 5. Partnership Agreement Template (Optional Add-on)

We offer a customizable agreement outline to help partners clearly define roles, profit-sharing terms, and dispute resolution procedures.

✅ 6. Ongoing Compliance Support

Texas LPs must file periodic reports and stay up-to-date with franchise tax obligations. We send reminders and offer support for renewals or changes.

To stay in good standing, limited partnerships must file franchise tax reports annually — details are available on the Texas Comptroller’s franchise tax page.

⚠️ Considerations Before Starting a Texas LP

While an LP offers many benefits, it’s important to understand the trade-offs:

  • General partners are personally liable for the debts and legal obligations of the partnership.
  • Limited partners lose their liability protection if they get involved in management decisions.
  • LPs have more formal filing and maintenance requirements than general partnerships or sole proprietorships.

That’s why proper setup and legal clarity from the start are critical — and that’s where we come in.

💻 100% Online Service — Done for You

With 100Services, the entire LP registration process is handled online. No appointments, no stress — just fast, professional results.

You’ll receive:

✔ Your official Certificate of Formation

✔ Your EIN from the IRS

✔ Optional DBA filing documents

✔ Ongoing compliance notifications

📈 Why Start an LP in Texas?

Texas is known for being business-friendly, and Limited Partnerships are a great way to take advantage of this while customizing the level of involvement and liability among your partners.

Top reasons to choose Texas:

  • Strong legal framework for limited partnerships
  • Ideal for capital-raising and passive investments
  • No personal state income tax
  • Great for real estate, private funds, and family ventures

🧭 How Our Process Works

✅ Step 1: You fill out a quick form with your business and partner details

✅ Step 2: We file your Certificate of Formation (Form 207)

✅ Step 3: We apply for your EIN with the IRS

✅ Step 4: We provide optional support for licensing or DBAs

✅ Step 5: You receive your official documents and start operations legally

🏆 Why Choose 100Services?

Here’s why entrepreneurs across Texas trust us:

✅ Expert guidance from experienced professionals

✅ Fast turnaround — no delays, no red tape

✅ End-to-end compliance support

✅ Affordable pricing with no hidden fees

✅ The best conditions for starting your business legally and securely

📞 Ready to Form Your Limited Partnership in Texas?

Whether you’re launching a real estate fund, a creative project with investors, or a family-run business, an LP gives you the flexibility and protection to grow with confidence.

👉 Add this service to your cart and check out online, or contact us at sales@100services.com if you have questions before getting started.

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FAQ

A Limited Partnership (LP) in Texas is a business structure that includes at least one general partner who manages the business and one or more limited partners who contribute capital but do not participate in management. General partners hold personal liability for business debts, while limited partners enjoy liability protection limited to their investment. This model works well for businesses seeking outside investors or passive partners. LPs must file Form 207 – Certificate of Formation with the Texas Secretary of State to be legally recognized. At 100Services, we guide you through the entire setup, ensuring your LP is formed quickly, correctly, and with full compliance.

An LP is ideal for investment ventures, real estate partnerships, family businesses, and startups with passive investors. If you want to raise capital without giving up control, or if you're entering a partnership where not all parties are equally involved in day-to-day operations, an LP structure provides both flexibility and protection. It’s especially beneficial when some members want limited liability while others take on management responsibilities. Our team at 100Services will assess your goals and help you determine if an LP is the right fit — with no guesswork or confusion.

In an LP, general partners actively manage the business and are personally liable for its debts and obligations. Limited partners, on the other hand, are primarily investors — they do not participate in daily operations and have liability only up to the amount they invest. This division of roles is what makes an LP attractive for projects involving passive stakeholders. It's essential to have a clearly written partnership agreement to outline each party’s responsibilities and rights. With 100Services, we help clarify these roles and ensure all paperwork reflects your agreement accurately.

To form an LP in Texas, you need to file Form 207 (Certificate of Formation – Limited Partnership) with the Texas Secretary of State, either online or by mail. You’ll also need a registered agent with a physical Texas address, and an EIN from the IRS if you plan to open a business bank account or hire employees. If you're operating under a name different from the official LP name, you may also need to file an Assumed Name Certificate (DBA). At 100Services, we handle every step of this process for you — including filings, EIN registration, and DBA setup — so you can focus on growing your business.

Yes. Even if your LP has no employees, an Employer Identification Number (EIN) is required for tax purposes, banking, and certain license applications. It’s essentially a federal tax ID assigned by the IRS. Having an EIN helps you separate your business finances, file partnership tax returns (Form 1065), and comply with federal and state requirements. At 100Services, we apply for your EIN on your behalf and deliver it to you promptly — as part of our all-inclusive LP registration package.

Yes. All Limited Partnerships in Texas must file a Franchise Tax Report and Public Information Report annually with the Texas Comptroller of Public Accounts, even if no taxes are owed. Failure to file may lead to penalties or the loss of good standing. These filings keep your LP compliant and maintain transparency with the state. At 100Services, we send you timely reminders and offer compliance support so you’ll never miss a deadline — making sure your LP stays active and in good standing year after year.

Absolutely. As your business grows or changes direction, you may decide to convert your LP into an LLC or corporation to benefit from different tax treatment or liability protections. Texas law allows for such conversions through a legal process that involves submitting conversion documents and updating your business structure with the state. At 100Services, we can help you assess your options, prepare all necessary filings, and ensure a smooth transition without losing your business identity or EIN.

Because we offer the best conditions for Limited Partnership registration in Texas — period. From the moment you contact us, we provide personalized guidance, fast processing, and full transparency. We handle everything: name checks, state filings, EIN registration, and compliance support. Our process is 100% online, secure, and designed to save you time and stress. Whether you’re a new entrepreneur or an experienced investor, 100Services is your trusted partner for starting and scaling your business the right way.

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