Texas LLC Continuing Obligations

Once a Texas LLC has been created, the Texas Secretary of State will require certain recurring obligations and duties. The most important of these duties are explained below. For further information, contact the Texas Secretary of State office.

Records

Each limited liability company must keep the following records open to inspection by the Texas Secretary of State at its office:

  • Books and records of accounts
  • A current list of the full name and mailing address of each member
  • A copy of the federal, state, and local income tax returns, if any, for the last six years
  • A copy of the filed certificate of formation and any amendments or restatements thereto
  • A copy of the company agreement and any amendments thereto
  • A copy of any written powers of attorney under which the operating agreement, articles of organization or amendments have been executed
  • A copy of any document establishing a class or group of members under the company agreement
  • A written statement of the amount of cash contribution and a statement as to the agreed value of contributions made or to be made by each member
  • A written statement of the dates any additional contributions are to be made by a member
  • A written statement of any event the occurrence of which requires a member to make additional contributions
  • A written statement of any event the occurrence of which requires the winding up of the company
  • A written statement of the date each member became a member of the company

Minutes

  • Each LLC may keep minutes of the proceedings and committees of the owners or members though it is not required

Annual report

Each limited liability company shall file an annual report with the Texas Secretary of State that lists the following information:

• The company name and state where organized
• The address of the registered office and the name of the registered agent
• The address of the principal office
• The names and business addresses of the managers

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