Texas LLC Formation Requirements

Articles of Organization

During Texas LLC formation, articles of organization must be delivered to and filed with the Secretary of State. State law requires that certain information be included in your articles of organization during Texas LLC formation. This information must include:

  • The company name
  • A statement as to the type of entity formed
  • A statement as to the purpose for which the entity is formed
  • The duration of the LLC if this period will not be perpetual (for a set amount of time)
  • The street address of the registered office and the name and street address of the registered agent (If you do not have a registered agent, United Agent Services can arrange to be your legal agent – see below for additional details)
  • The name and address of each organizer
  • The signature of each organizer
  • A statement as to whether the company will be managed by a manager or managers and, if applicable, the name and address of each initial manager or in the alternative the name and address of each initial member
  • The signature of a manager, member, organizer, fiduciary or trustee and the capacity of the signer.
  • Any other relevant information

Filing

Your LLC is considered organized once an original and a duplicate copy of the articles of organization are delivered to the Secretary of State with the proper filing fee and the Secretary of State determines that they are in compliance with state requirements. The Secretary of State endorses both copies but retains the signed original and returns the duplicate copy to the LLC or its representative. The document is effective as of the day and time it is filed or if a date and time is indicated the document is effective as of delayed effective date and time.

Additionally, Texas LLC formation requires inclusion and/or consideration of the following:

Duration

Perpetual unless otherwise specified in the articles of organization or other governing documents.

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the affairs of the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. The operating agreement may not conflict with the articles of organization or any other provisions of law.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A member must be an individual
  • Procedure for Membership: An individual may become a member by, but is not required to:
    • Make a contribution to the company
    • Pay cash or transfer property to the LLC
    • Assume an obligation to make a contribution, pay cash or transfer property

Resignation of Membership

A member can resign from a LLC; however, certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may not resign from a LLC except in accordance with the operating agreement or articles of organization
  • A member may not resign from a LLC before a minimum term set for membership set out in the operating agreement or articles of organization
  • A LLC may pursue certain remedies for any damages suffered by the LLC as a result of the resignation

Contribution

The contributions of a member to the limited liability company may be in cash, property, promissory notes, services previously rendered, or other obligation to contribute cash, property, or contracts for services to be rendered.

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