In January 2010, the Texas Business Organizations Code became effective and replaced the Texas Limited Liability Act as well as all other acts applying to corporations, partnerships, and other domestic and foreign filing business entities. Regardless of when an LLC or any other business entity was formed in Texas, the provisions of the BOC apply. Under the BOC, four types of LLCs can be formed in Texas: domestic, professional, nonprofit and series.
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Domestic Texas LLC
All business entities in Texas are formed by filing a certificate formation in accordance with Section 3.005 of the BOC, which requires the following minimum information: name; type of entity being formed; business purpose; the period of the entity's duration or a statement that it is perpetual; and the names and street addresses for the entity's registered agent and organizers. The certificate of formation for an LLC must also state whether the LLC will be managed by all members or a designated manager or managers, as well as the name and address of persons with management authority. Formation of the LLC is complete upon filing the certificate with the secretary of state along with the filing fee, which is $300 as of 2010. The certificate can be filed electronically using the feature on the secretary of state’s website called SOSDirect.
Professional Texas LLC
Prior to enactment of the BOC, a Texas LLC formed to provide professional services was prohibited from engaging in more than one type of service. Although the BOC includes this same general prohibition, it also includes new exceptions that were not part of the prior law. For example, a professional LLC or PLLC can include doctors of medicine, doctors of osteopathy and podiatrists in the same LLC. This same exception applies to persons licensed in the mental health professions such as clinical social work, psychology and licensed professional counseling. Even if a profession is not included in the express exceptions, the BOC also generally provides that two or more professions can form a PLLC if there is a state law regulating the professions that permits joint professional practice.
Under the former LLC law, the secretary of state took the position that a nonprofit LLC was not permitted. However, this provision changed with the enactment of the BOC, and Texas is one of the few states that permits nonprofit LLCs. Section 2.002 of the BOC specifies the purposes for which a nonprofit LLC can be formed, such as a trade association or charitable organization.
In 2009, Texas became only the eighth state to permit the formation of a special type of LLC called a series LLC. Within this type of LLC, one or more series can be established, sometimes called cells, each with its own assets, members, managers and other membership interests. The purpose of having differing series is to prevent the liabilities of one cell from affecting the profitability of another, such as owning different parcels of real estate. To form a series LLC, the organizer of the LLC must include a notice of intention to do so in the certificate of formation.
References & Resources
- Texas Secretary of State: Information on the Texas Business Organizations Code
- Texas Legislature: Business Organizations Code Section 3.005
- Texas Legislature: Business Organizations Code Section 3.010
- Texas Secretary of State: Purposes and Powers of a Domestic Entity Purposes of a Domestic Entity
- Texas Secretary of State: The View From the Secretary of State’s Office -- 2010
- Stoel Rives LLP: LLC Monitor -- Texas Joins the Series LLC Crowd
- Texas Secretary of State: Certificate of Formation -- Limited Liability Company
- Texas Secretary of State: Payment Form 807
- Texas Secretary of State: Secretary of State OnLine Access (SOSDirect)