Tax Law Manual: Chapter 1: Employing Unit

This section discusses the aspects of the law that specifically apply to registered limited liability partnerships.

A registered limited liability partnership is a general or limited partnership that is registered with the Texas Secretary of State. The partnership's name must contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." as the last words or letters of its name.

When registering with the Secretary of State the registered limited liability partnership must provide:

1. the name of the partnership
2. the federal tax identification number
3. the address of its principal office in Texas
4. the address of its home state office if located outside of Texas
5. the number of partners, and
6. a general business activity description.

The registered limited liability partnership does not have to provide the Secretary of State with a detailed listing of the partners.

Registration with the Secretary of State as a "registered limited liability partnership" is good for one year, unless voluntarily withdrawn or revoked prior to that time. Prior to the end of one year the "registered limited liability partnership" must file a renewal application with the Secretary of State.

The Legislation states in part: a partner in a registered limited liability partnership is not individually liable for debts and obligations of the partnership arising from errors, omissions, negligence, incompetence or malfeasance committed while the partnership is a Registered Limited Liability Partnership and in the course of the partnership business by another partner or a representative of the partnership not working under the supervision or direction of the first partner at the time the errors, omission, negligence, incompetence or malfeasance occurred, unless the first partner had notice or knowledge of the errors, omission, negligence, incompetence or malfeasance by the other partner or representative at the time of occurrence.

This legislation does not affect:

1. the joint and several liability of a partner for debts and obligations of the partnership arising from a cause other than the causes specified above; for example, taxes.
2. the liability of a partnership to pay its debts and obligations of partnership property.

This section discusses the aspects of the law that specifically apply to joint stock companies.

A joint stock company has been defined as a partnership with transferable shares and concentration of management. It differs from the ordinary partnership in that the shares in the company are transferable and the transfer of a share does not effect a dissolution of the company. In many respects, these companies may resemble a corporation in their organization and method of operation. The members are personally liable for the acts of the company and for the power to control their representatives.

The affairs of the company are usually carried on by a board similar to the board of directors of a corporation; in some instances the affairs may be carried on by an individual appointed for that purpose by the members. The association being a creature of contract, its nature can be determined by examination of the instrument or instruments relative to its creation. These instruments will usually be found in the hands of the person or persons responsible for the conduct of the affairs of the company. It is of primary importance to determine whether the organization is a corporation incorporated under the laws of this or another state or whether it is in effect a joint stock company. As in the case of other associations or partnerships, these companies may be dissolved by order of a court or by mutual agreement of its members. The dissolution of a company means that its status as an employing unit is destroyed. What has been said with respect to the records pertaining to associations and partnerships is equally applicable here.