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LLC Articles of Organization (Texas)



Frequently Asked Questions
What is a Limited Liability Company (LLC)?A limited liability company (LLC) is a hybrid business structure that combines the limited liability of a corporation with the tax advantages of a partnership or sole trader.
How do I create an LLC?A limited liability company must be registered in the relevant jurisdiction. This is accomplished by preparing and filing your Articles of Organization with the Secretary of State in your jurisdiction (state). The Articles of Organization must conform with the reporting requirements of the jurisdiction.What is a Certificate of Formation?In Texas, a Certificate of Formation is filed with the Secretary of State to establish any type of business entity. In the case of an LLC, the Certificate of Formation will contain the articles of organization of the company.

This product is designed specifically for Texas and will create the Certificate of Formation for your LLC.
What are professional services?For the purposes of forming a Texas LLC, professional services are defined as any services that require a license from the State of Texas and in particular:
  • architects,
  • attorneys,
  • certified public accountants,
  • dentists,
  • physicians,
  • public accountants,
  • or veterinarians.
Any licensed professionals may form a professional limited liability company (PLLC).
PLLC's are normally limited to performing one type of professional service, and related services. There are exceptions for certain combinations of professional services, typically in health care, where authorized by the appropriate licensing authorities.

Managers (if manager-managed) or Members (if member-managed) of the company must be duly licensed to perform the professional service in Texas.

Company Information

The name of the company cannot contain language which states or implies that company is organized for an unlawful purpose.

The name of the company cannot contain any of the following terms: lottery or lotto.

The name of the company cannot contain any language to imply or state that the company is established for the benefit of war veterans or war veterans families and the name of the company cannot contain any of the following terms or the corresponding abbreviations: veteran, legion, foreign, Spanish, disabled, war, or world war, unless there is written authorization from a congressionally recognized veteran's association.

The name of a professional company must contain one of the following terms: professional limited liability company or an abbreviation (PLLC, P.L.L.C.).


Frequently Asked Questions
Are there any naming restrictions?The name of the company must contain one of the following terms: limited liability company, limited company, or an abbreviation of one of those terms (LLC, L.L.C., LC, L.C., or Ltd. Co.).

The name of the company should NOT be similar to the name of any other organized entity (corporation, partnership, LLC, etc.), reserved or registered name, on the records of the Secretary of State.

Registered Agent and Registered Office

an individual person resident in the state
The registered agent can be:
- a company registered to do business in the state, or
- a natural person resident in the state.

(e.g. Smith)

(e.g. Robert)

(e.g. B., T.M., etc.)

(e.g. Jr., Sr., III, etc.) The 'suffix' for a name refers to abbreviations for lineage.

Do NOT use the suffix box for other titles, college degrees, or professional designations.

Leave this field blank if there is no abbreviation for lineage.


Registered Office

The Registered Office is the business STREET ADDRESS for the REGISTERED AGENT.

- DO NOT ENTER A POST OFFICE BOX -
(e.g. 119 Commercial Drive)

(e.g. Fort Worth)

State:                         TX
(e.g. 76103, etc.)


Frequently Asked Questions
What is a 'Registered Agent'? A Registered Agent acts as a representative for the company and is designated to receive Service of Process on behalf of the company as well as other tax and legal documents. You must always have a valid registered agent in order to remain a company in good standing.What is meant by 'Service of Process'? 'Service of Process' refers to the official delivery of any court pleadings or claims. Where a person is physically handed court papers, the recipient is said to have been 'served'. A registered agent will receive legal and tax documents on behalf of the company and is also tasked with receiving any service of process on behalf of the company.Can an LLC act as its own agent?No, an LLC cannot act as its own agent. A member of the LLC is allowed to act as registered agent for that LLC but bear in mind this means the address of that member becomes a matter of public record with the Texas Secretary of State.Why can't I use a P.O. box? The registered office address must be a valid street address where service of process can be personally served on the registered agent during normal business hours.

Governing Authority

The LLC can be be managed day-to-day (governing authority) by the members or by one or more hired managers. You must designate at least one person as a governing authority. An address is required for each governing person.


1

Governing Authority


(e.g. Smith)

(e.g. Robert)

(e.g. B., T.M., etc.)

(e.g. Jr., Sr., III, etc.) The 'suffix' for a name refers to abbreviations for lineage.

Do NOT use the suffix box for other titles, college degrees, or professional designations.

Leave this field blank if there is no abbreviation for lineage.


Privacy: Once your Articles are filed they will be available for public viewing. If you have any privacy concerns, you should use only a business address or a post office box for the members and managers.

(e.g. 119 Commercial Dr.) An address is required for each Member.

(e.g. Fort Worth)

Virginia


Country:                         USA
(e.g. 76103, etc.)




Frequently Asked Questions
What is the governing authority?The Governing Authority refers to the persons or organizations that will be managing the day-to-day operations of the LLC. The governing authority could be the members (the owners of the LLC) or it could be hired managers.Who are the members?The owners of an LLC are called members. They are equivalent to the shareholders in a corporation. There may be one or more members. A member can be a natural person, a partnership, a corporation or any other type of recognized legal entity.

Purpose




Frequently Asked Questions
What should I write here?State a lawful business purpose or simply that the purpose is for lawful activity. For example:

"The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.",

or

"The purpose of this company is to purchase and develop real estate."

Duration



Frequently Asked Questions
What is meant by duration?Duration refers to the period of time during which the Limited Liability Company will continue in business. Select perpetual if there is no specific date by which the Company will close and cease trading.

Supplemental Provisions



Frequently Asked Questions
When should I use a supplemental provision?REMEMBER: Keep your Certificate of Formation simple. Supplemental provisions are usually NOT necessary.

You should include a supplemental provision if there are any terms or issues unique to the organization of your LLC that have not been addressed in the questionnaire.

Issues relating to the organization, ownership, governance and internal affairs of your LLC should instead be included in a comprehensive LLC Operating Agreement.

Organizer

(e.g. John Smith)

(e.g. 119 Commercial Drive)

(e.g. Fort Worth)

Virginia


(e.g. 76103, etc.)


Frequently Asked Questions
Who is the organizer?The organizer is the person who signs (executes) the Certificate of Formation.Are there any requirements or restrictions?When selecting an organizer please note the following:

  • The organizer does NOT have to be a resident of the state.
  • The organizer must be either:
    1. Some natural person 18 years of age or older, or
    2. A corporation or other legal entity.
  • The organizer must also be:
    1. Mentally capable of understanding the terms of the document, and
    2. An authorized officer, manager, or member of the company.
  • Only one organizer is required.

Effectiveness of Filing

When filed by the secretary of state



Frequently Asked Questions
What is the cost of filing?The filing fee for an LLC articles of organization is $300.00 payable by personal check or money order payable to the Secretary of State, or by debit cards and most major credit cards (subject to addition 2.7% convenience fee levied on the total fees)Where do I file my form? Submit the completed form in duplicate along with the filing fee:
  • By mail to: P.O. Box 13697, Austin, Texas 78711-3697
  • By fax to: (512) 463-5709
    • Credit Card, Check, or Money Order are acceptable. When submitting via fax, Form 807 (available on the Texas' Secretary of State website) must be included.
  • By delivery to: James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701
What are the signing requirements?The organizer must sign the Certificate of Formation but it does not need to be notarized.

Note: It is unlawful to sign or direct the filing of a document that the person knows to be materially false. See Sec. 4.008 of the Texas Business Organizations Code.
Where the effectiveness of filing is dependent on the occurrence of a future event or fact, the organizers must file a further notice, not later than 90 days after the original filing date, stating:
  1. That each event or fact has been satisfied or waived; and
  2. The date and time on which the condition was satisfied or waived.
The 90th day after signing is: March 13, 2020

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