A limited liability company, or LLC is a hybrid business entity that contains characteristics of both a corporation and partnership, but whose members cannot usually be held liable for debts, obligations or actions. Instead, liability attaches to the company rather than its individual members. In Texas, LLC owners are referred to as members. To create an LLC in Texas, certain statutory requirements must be met.
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Certificate of Formation
Individuals seeking to establish a limited liability company must file a Certificate of Formation with the Texas Secretary of State Office, along with its designated fee, which in 2010 was set at $300. This certificate requests the name of the LLC, its purpose, the intended period of duration, the name and address of its registered agent, and the name and address of each member or manager. If the LLC is a result of a conversion or merger, the certificate must include the prior name, address, founding date and organization form of the previous entity.
The registered name of the LLC cannot be the same as, similar to or deceptively similar to any foreign or domestic LLC that is already registered with the Texas Secretary of State Office. This includes any names that are on reserve with that office. LLC founders may verify name availability through a preliminary determination by calling their local Secretary of State Office. Final determination of name availability will not be provided until the Certificate of Formation has been processed. Members are advised not to conduct any purchases or execute documentation in the name of the LLC until full clearance has been granted. LLC names must also contain the phrase "limited liability company," "limited company" or any abbreviations of those terms. Companies established before September 1, 1993, are not required to abide by this rule.
LLCs must appoint a registered agent in Texas who may be either a registered domestic or foreign entity authorized to engage in business in the state, or an individual who is a Texas resident. The state does not allow the LLC itself to be the registered agent. The named agent must provide consent to the appointment in written or electronic form attached to the LLC's Certificate of Formation. The Texas Secretary of State Office requires that changes in the registered agent position be reported to that office.
Texas-registered LLCs must have an office address located in the state. This must be an actual physical location other than a mailbox drop or telephone answering service, but may be the agent's primary residence. This requirement allows the public the opportunity to deliver important documents, such as court summons, to the agent during normal business hours. The Texas Secretary of State warns that failure to report changes to a LLC's registered office address may risk involuntary termination. (See References 1)