Texas law allows two or more people to establish a partnership to operate a for-profit business. Partnerships are created by a Partnership Agreement and there is no requirement of filing that agreement or any other formation documents with the Texas Secretary of State. There are three types of partnerships:
- Texas general partnership;
- Texas limited liability partnership; and
- Texas limited liability partnership.
NOTE: There is no actual requirement that a partnership agreement be in writing, but it is highly recommended.
Texas General Partnership
A general partnership is created when two or more persons associate to carry on a business for profit. A partnership generally operates under a partnership agreement, but there is no requirement that the agreement be in writing and no state-filing requirement. If the business of the partnership is conducted under an assumed name (a name that does not include the surname of all of the partners), then an assumed name certificate (commonly referred to as a DBA) should be filed with the office of the county clerk in the county where a business premise is maintained. If no business premise is maintained, then an assumed name certificate should be filed in all counties where business is conducted under the assumed name.
Texas Limited Partnerships
A Texas limited partnership is a partnership of two or more people, with at lease one of them being a general partner and the others being limited partners. Like a general partnership, a limited partnership is also operated under a partnership agreement--whether oral or written.
The partnership agreement for a limited partnership does not have to be filed with the Texas Secretary of State or in any other public records. However, unlike a general partnership, a limited partnership is required to file a certificate of formation with the Texas Secretary of State.
The Texas partnership lawyers at the Law Office of Derek R. Van Gilder can prepare your partnership agreement and file any necessary documents on your behalf. We have helped form numerous Texas partnerships in various industries and we can assist you too.