A limited liability company (LLC) is a form of business organization that has features of both a corporation and a partnership. It offers its owners limited liability, pass-through taxation and flexible operating procedures. LLCs are established under state law. In Texas, the Office of the Secretary of State administers LLCs.
Determine the owners, who are known as members, of the LLC. A corporation may act as an LLC member.
Select a registered agent and a registered office address. The registered agent is the person to whom all official communications from the state of Texas will be addressed; it is the person to whom a summons will be delivered if the LLC is sued. He need not be an LLC member, but must reside in Texas. You may choose a business entity, other than the LLC itself, as the registered agent, as long as it is registered to do business in Texas. The registered office address must be a street address, not a P.O. box or telephone answering service.
Choose a name for your LLC. The LLC name must not be identical to or confusingly similar to the name of any other entity operating in Texas; it must contain an indication of its limited liability status such as "LLC."
Fill out and sign the Certificate of Formation, available on the website of the Texas Secretary of State (see Resources). The Certificate of Formation must include the names of the organizers, the members and the registered agent; the registered address; a description of the management structure; and the purpose and duration of the LLC. It is acceptable for an LLC to be formed for "any lawful purpose," and for its duration to be "perpetual."
Mail the Certificate of Formation to the Texas Secretary of State at the address indicated on the website where you downloaded the form (see Resources). Include a filing fee of $300.
Texas allows you to file a Certificate of Formation online, although it adds a 2.7 percent service charge for this privilege.
Although Texas does not require an LLC to create an operating agreement, an operating agreement can prevent some disputes and resolve others once they arise.
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