Texas Limited Liability Company Certificate of Formation

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Last Updated on August 24, 2020.

About this Form

A certificate of formation form is the document that one must complete and submit to the state to establish the creation of an LLC within the state of Texas. It sets forth the name of the proposed company, the registered agent for service of process, and the address of the place of business, among other information. The purchased version of this form is guaranteed compliant with the laws of the State of Texas. It comes complete with instructions and filing information for creating an LLC within the state.

Online Filing Availability

Texas accepts the filing of a certificate of formation form online via SOSDirect, the state’s official portal for e-filing formation documents and other entity-related matters, such as change of registered agent and change of principal place of business.

Name Availability & Requirements

The Texas Secretary of State advises that preliminary name searches may be conducted by phone on 512-463-5555 or email at corpinfo@sos.texas.gov for no fee, by SOSDirect for $1 per query, or by fax on 512-463-5709 for $5 per query. However, one may also check the availability of a proposed business name for free by querying the Texas Comptroller's Business Entity Search tool. The disadvantage of the Comptroller's search tool is that it will not indicate if a name has been reserved, as it is only a query of active and inactive taxable entities within the state.

The requirements for naming an LLC within the state are set forth in Tex. Bus. Org. Code § 5.056. The name of the LLC must include the phrase "limited liability company" or "limited company"; or (2) an abbreviation of one of those phrases, such as “L.L.C.” or “LLC”.

Required Fees

Texas imposes a fee of $300 for the filing of a certificate of formation.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is Tex. Bus. Org. Code § 3.101 et seq.

The requirements for the formation of an LLC are set forth in Tex. Bus. Org. Code § 3.005. The text of the statute is as follows:

Sec. 3.005.  CERTIFICATE OF FORMATION.

(a)  The certificate of formation must state:
(1)  the name of the filing entity being formed;
(2)  the type of filing entity being formed;
(3)  for filing entities other than limited partnerships, the purpose or purposes for which the filing entity is formed, which may be stated to be or include any lawful purpose for that type of entity;
(4)  for filing entities other than limited partnerships, the period of duration, if the entity is not formed to exist perpetually and is intended to have a specific period of duration;
(5)  the street address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office;
(6)  the name and address of each:
(A)  organizer for the filing entity, unless the entity is formed under a plan of conversion or merger;
(B)  general partner, if the filing entity is a limited partnership; or
(C)  trust manager, if the filing entity is a real estate investment trust;
(7)  if the filing entity is formed under a plan of conversion or merger, a statement to that effect and, if formed under a plan of conversion, the name, address, date of formation, prior form of organization, and jurisdiction of formation of the converting entity; and
(8)  any other information required by this code to be included in the certificate of formation for the filing entity.
(b)  The certificate of formation may contain other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the filing entity.
(c)  Except as provided by Section 3.004, Chapter 4 governs the signing and filing of a certificate of formation for a domestic entity.

TEXAS LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION


Article 1 – Entity Name and Type.

The filing entity being formed is a limited liability company. The name of the entity is: ___________________________________________. [The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.]

Article 2 – Registered Agent and Registered Office

_____ A. The initial registered agent is an organization (cannot be entity named above) by the name of: ___________________________________________

OR

_____ B. The initial registered agent is an individual resident of the state whose name is set forth below: ___________________________________________ [Full Name]

C. The business address of the registered agent and the registered office address is: ___________________________________________ [Full Address]

Article 3 — Governing Authority

_____ A. The limited liability company will have managers. The name and address of each initial manager are set forth below.

OR

_____ B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.

GOVERNING PERSON 1:
___________________________________________
___________________________________________
___________________________________________
(Provide the name of either an individual or an organization, but not both.)

GOVERNING PERSON 2:
___________________________________________
___________________________________________
___________________________________________
(Provide the name of either an individual or an organization, but not both.)

GOVERNING PERSON 3:
___________________________________________
___________________________________________
___________________________________________
(Provide the name of either an individual or an organization, but not both.)

Article 4 – Purpose

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.

Supplemental Provisions/Information
___________________________________________
___________________________________________
___________________________________________

Organizer

The name and address of the organizer:
___________________________________________
___________________________________________
___________________________________________

Effectiveness of Filing (Select either A, B, or C.)

_____ A. This document becomes effective when the document is filed by the secretary of state.
_____ B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: _________________
_____ C. This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is: _________________

The following event or fact will cause the document to take effect in the manner described below:
___________________________________________
___________________________________________

Execution

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.

Date: _________________


___________________________________________
Signature of organizer


___________________________________________
Printed or typed name of organizer

 

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