Limited Liability Companies – Texas

By | February 11, 2008

Address of state office for filing:
Secretary of State
PO Box 13697
Austin TX 78711-3697
Telephone: 512-463-5555
State web address: http://www.state.tx.us/
State law reference: Texas Business Organization Code, Titles 1 and 3.
Title of filing: Certificate of Formation.
Filing Fee: $300
Name requirements: The official name must contain the words “Limited Liability Company,” “Limited Company,” or the abbreviations “LLC,” “L.L.C.,” “LC,” or “L.C.” (Section 5.056). A company name may be reserved for 120 days for a fee of $40. (Section 5.101, 5.104).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural
person, nor a member. (Section 3.004).
Certificate of Formation requirements: Certificate of Formation must contain the following: (1) name of company, (2) duration of company, if less than perpetual, (3) company purpose, (4) registered agent name and office address, (5) name and address of each organizer, and (6) any additional matters. (Section 3.005).
Annual report requirement: Annual franchise tax reporting requirements can be found at Chapter 171 of the Texas Revised Civil Statutes.
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. Certificate may state that it takes effect up to 90 days after the date of signing. (Section 4.053).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity. (Section 101.101).
Other: If the company will be managed by managers, the Certificate must contain a statement to that effect and the names and addresses of the managers. If the company will be managed by members, the Certificate must contain a statement to that effect and the names and addresses of the members. (Section 3.010).