Texas Business Organizations Code 153.312 – Reinstatement of Certificate of Formation or Registration
(a) A limited partnership the certificate of formation or registration of which has been terminated or revoked as provided by § 153.311 may be relieved of the termination or revocation by filing the report required by § 153.301, accompanied by the filing fees provided by Chapter 4.
(b) If the limited partnership pays the fees required by Subsection (a) and all taxes, penalties, and interest due and accruing before termination or revocation, the secretary of state shall:
(1) reinstate the certificate or registration of the limited partnership without judicial ascertainment;
(2) change the status of the limited partnership to active; and
(3) note the reinstatement on the record kept in the secretary’s office relating to the limited partnership.
Terms Used In Texas Business Organizations Code 153.312
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assumed name: means a name adopted for use by a person. See Texas Business Organizations Code 1.002
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Foreign: means , with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
- Limited partnership: means a partnership that is governed as a limited partnership under Title 4 and that has one or more general partners and one or more limited partners. See Texas Business Organizations Code 1.002
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
- Secretary: means the:
(A) individual designated as secretary of an entity under the entity's governing documents; or
(B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002
(c) If the name of the limited partnership is not available at the time of reinstatement, the secretary of state shall require the limited partnership as a precondition to reinstatement to:
(1) file an amendment to the partnership’s certificate of formation; or
(2) in the case of a foreign limited partnership, amend its application for registration to adopt an assumed name for use in this state.