A Texas LLC, or limited liability company, is created by filing a certificate of formation with the Secretary of State. Form 205, available on the Secretary of State’s website, meets the minimum requirements of Title 3, Chapter 101 of the Texas Business Organizations Code. The form can be mailed to the Secretary of State’s office in Austin, hand delivered or faxed. As of November 2010, the filing fee for the form is $300.
Fit your business needs with the right LLC package
Choose a Governing Authority. Your certificate of formation must list the persons with the responsibility of running the LLC. If your business is to have managers who are not members of the LLC, the names and addresses of all such managers must be provided in the certificate of formation. If the LLC will be operated by the members, all the initial members must be identified. An address is required for each governing person.
Appoint a registered agent. An LLC consents to the personal jurisdiction of the Texas courts by appointing a registered agent and office where she may be served. The agent can be either a business entity registered to do business within the state or an individual resident of the state. The person who is appointed as the registered agent must have consented to this appointment in either written or electronic form, but need not be a member or manager of the LLC.
Establish an office. The office must be a street address located in Texas where service of process can be personally served on the registered agent during normal business hours. The office does not have to be the principal place of business, but a mailbox or telephone service does not meet the requirement of personal service.
Choose a name. Your LLC must have a unique name. If the name of your organization is the same as or similar to any existing domestic or foreign filing entity, or name reservation or registration filed with the secretary of state, the certificate of formation will be rejected. A preliminary determination on the acceptability of your name can be provided by calling or emailing the appropriate division of the Secretary of State’s office (see Resources).
File a certificate. Form 205 can be downloaded from the Secretary of State’s website (see Resources). In addition to the information already described, the certification of formation must state that the LLC will have a lawful business purpose recognized by the state, but the specific purpose need not be named. The default duration of a Texas LLC is perpetual, but an alternate duration can be provided. Additional space is provided for other supplemental provisions you might desire to include.
Tips & Warnings
A single individual must act as the organizer by completing and executing the form, but it need not be notarized. In place of Form 205, a certification of formation can be drafted in substantially the same format to contain the same information. A name can be reserved prior to filing the certificate of formation by filing for 501. Your office can be any residential, commercial or industrial address in Texas where your registered agent is typically available for service of process.
The full legal name of the organization must be provided in the certificate of formation if the governing person of the LLC is another organization.
References & Resources
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