How to Incorporate an LLC in Texas

by Salvatore Jackson

A limited liability company, or LLC, is a hybrid entity that combines the limited liability of a corporation with the pass-through taxation and relaxed annual reporting requirements of a partnership. The Texas secretary of state regulates the creation and administration of all companies registered in Texas. Incorporating an LLC in Texas requires filing a Certificate of Formation with the Texas secretary of state.

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Step 1

Select a name for your Texas LLC. Texas law requires that the name of your new Texas LLC be distinguishable from the name of any existing business registered in Texas. The name must also contain the phrase “limited liability company” or “limited company,” or an abbreviation of either of these phrases. The Texas secretary of state provides, on request, a preliminary determination as to the availability of an LLC name by phone or email: corpinfo@sos.state.tx.us, or at 512-463-5555, extension 711 for relay services.

Step 2

Select a registered agent and registered office for your Texas LLC. A registered agent is the individual or business that, in the event that your Texas LLC is subpoenaed or sued, will receive service of process. By law, a registered office is the address of the registered agent where you must keep copies of an LLC’s Certificate of Formation, Operating Agreement and tax returns. An owner, called a member, or manager of a new Texas LLC can serve as the registered agent and registered office if she is a Texas resident with a physical address in the state. However, that person’s name and address will be linked to the LLC in a public record. If an LLC member or manager is unwilling or unable to serve as the registered agent and registered office for your LLC, you have the option of hiring a registered service agent to receive service of process and keep the required LLC documents on file.

Step 3

Download and fill out a Certificate of Formation form (see Resources). The Texas secretary of state will only accept a filing that uses the official Certificate of Formation form. State the name, as well as the registered agent and the registered office of your LLC. State whether your Texas LLC will have managers. Managers are individuals hired by the LLC that do not have an ownership stake in the LLC but manage the day-to-day operations of the LLC. If your Texas LLC will have managers, state their names and addresses. You have the option of supplying any additional provisions into the LLC’s Certificate of Formation. Set forth the name and address of the person executing the Certificate of Formation, as well as the start date of the LLC. The person filing the Certificate of Formation -- called the organizer -- must sign and date the Certificate of Formation.

Step 4

File the Certificate of Formation. The Texas secretary of state accepts the filing of a Certificate of Formation by mail or fax. As of 2010, the filing fee is $300, and payment can be made by check, money order, LegalEase debit card or credit card, though there is an additional 2.7 percent fee for paying by credit card. If filing by fax, submit Form 807 along with your payment (see Resources).