Texas LLC Formation
In order to form an LLC in Texas, you'll need to register your LLC with the secretary
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Steps to forming a Texas Limited Liability Company
You must file Articles of Organization—your LLC's formation documents—with the Texas
Secretary of State's office. There are several necessary clauses that must be present
in your Articles; additional clauses, if you decide they are necessary, may also
be added to your Articles of Organization. The following is a list of the minimum
required articles that must be present:
- The name of your LLC: Among other name availability restrictions, Texas has a stringent
two-word rule with regards to how they determine availability. Broadly, if the first
two words of the name of your LLC are identical to the first two words of an LLC
or corporation already on file, you would be required to either obtain permission
from that company to use the name, or modify your chosen LLC name. There are a few
exceptions to this rule (locative terminology, personal names, and so on), but it's
important to determine your name availability prior to submitting the Articles of
Organization to avoid any delays or rejections with your filing. To determine whether
a name is available for use, have ClickAndInc.com perform a preliminary
LLC name search for you.
- Registered Agent: You must provide the name and physical address (a PO box can only
be used in conjunction with a physical address) for the person who will accept service
of process, correspondence from the state, and so on. (A business can also act as
registered agent, but it must be an existing business and not the one you're currently
forming.) This name and address will be public record; if any other company wishes
to use the same first two words that you used for your LLC's name, the state will
give them your Registered Agent's address. Your Registered Agent must give you written
acceptance of that role, but you should keep that on file—the written acceptance
does not need to be submitted to or filed with the Secretary of State's office.
If you move, you need to notify the state so that they have accurate and current
contact information for your business.
- Governing Authority: You must specify whether your LLC will or will not have managers;
if you will have managers, their names and addresses must be listed. If there are
no managers, the LLC will be managed by the members, and their names and addresses
must be listed. You must have at least one manager or member.
- Purpose: You must list a purpose for your LLC. You can list a general business purpose,
but depending on the International Revenue Code and other laws pertaining to your
specific type of business and your intentions, you may find that other agencies
may require you to provide a more specific purpose.
- Duration: Your articles will specify whether your LLC will have a perpetual existence
(the most common duration), or whether your LLC will terminate on a given future
- Organizer: The articles of organization will be signed by the person who executed
the articles; this can be a member or manager of the limited liability, but is not
required to be.
If any of the above information about your business changes, you will need to file
Articles of Amendment to reflect those changes. It is very important that your registration
Additional Information About a Texas LLC
An LLC in Texas has the powers of both a corporation and a partnership, but more
flexibility than a corporation in how the entity can be structured and less stringent
tax responsibilities. The liability of an LLC is typically limited to the members'
Your LLC will be responsible for filing an Annual Report. This Annual Report will
be filed every year with the Secretary of State; if you fail to do so, the state
may suspend or revoke your right to conduct further business in Texas.
Other Types of Businesses in Texas
For information on other types of businesses in Texas, please explore the links