Mention all relevant information related to the purpose of the formation to execute optional provisions. Proceed with entering the name of the Organizer in space available on page 6 of Form Mention the address of the Organizer on the following line. Effectiveness of Filing is an important section and requires input of preference for execution of the document Form , Certificate of Formation Limited Liability Company in Texas State.
You can select from choices like immediate execution, delayed execution within the permissible period not more than 90 days of filing, or on the occurrence of an event or fact. Mention the fact or event that will activate the execution of the document in the space provided. Complete Form by typing date followed by the signature and typed or printed name of the Organizer in the Execution section of the Certificate of Formation Limited Liability Company.
Address of Secretary of State , Texas. The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist. The limited liability company hereinafter LLC is neither a corporation nor a partnership ; rather, it is a distinct type of entity.
Title 1, chapter 3, subchapter A of the BOC governs the formation of an LLC and sets forth the provisions required or permitted to be contained in the certificate of formation.
Members may be individuals, partnerships, corporations, and any other type of legal entity. Taxes: LLCs are subject to a state franchise tax. For information relating to federal employer identification numbers, federal income tax filing requirements, tax publications, and forms call or visit the Internal Revenue Service web site at www.
Under section 5. The administrative rules adopted for determining entity name availability Texas Administrative Code, title 1, part 4, chapter 79, subchapter C may be viewed at www. If you wish the secretary of state to provide a preliminary determination on name availability, you may call , dial for relay services, or e-mail your name inquiry to [email protected] A final determination cannot be made until the document is received and processed by the secretary of state.
Do not make financial expenditures or execute documents based on a preliminary clearance. The limited liability company cannot act as its own registered agent; do not enter the limited liability company name as the name of the registered agent. Consent: Effective January 1, , a person designated as the registered agent of an entity must have consented, either in a written or electronic form, to serve as the registered agent of the entity.
The liabilities and penalties imposed by sections 4. If the LLC will have managers, select option A and provide the name and address of each initial manager in the space provided. If the LLC will not have managers, select option B and provide the name and address of each initial member of the LLC in the space provided.
A minimum of one person is required. If the governing person is an individual, set forth the name of the individual in the format specified. Do not use prefixes e.
Each individual series has the ability to sue and be sued, enter into contracts, hold title to assets, and grant liens or security interests in its assets. A series of the LLC is not a separate domestic entity or organization for purposes of title 1 and chapter of the Texas Business Organizations Code.
You should consult with your private attorney if you are considering forming a series LLC. In order to receive any of the benefits of a series LLC, at minimum, the language required by section See sections The secretary of state does not have a specific form to be used to form a series LLC.
If you want to use our general certificate of formation for a limited liability company Form Word , PDF , you may do so and add the additional required information in the Supplemental Text area of the form. A series LLC formed under the laws of another jurisdiction will be treated as a single legal entity for qualification purposes. The LLC itself rather than the individual series should register as the legal entity that is transacting business in Texas.
The secretary of state has a separate application for registration form for foreign series LLC. Not all states recognize a series LLC. You should contact the filing official in the state s where you contemplate transacting business to determine if the state recognizes series LLCs and, if so, the filing requirements. You may also want to consult with your private attorney to determine if a series LLC is the best structure to meet your business goals.
In Texas, a limited liability partnership LLP is either a pre-existing general partnership or a pre-existing limited partnership LP that takes the additional and entirely optional step of registering with the secretary of state as an LLP. General partnerships can be created by oral or written agreement.
General partnerships are created without filing any formation documents with the secretary of state. A general partnership must have at least two partners, and each partner in a general partnership is a general partner. The only way to create a Texas limited partnership LP is to file a certificate of formation with the secretary of state. A limited partnership LP consists of one or more general partners plus one or more limited partners.
A limited liability partnership LLP is not an entity separate and apart from its underlying partnership. Filing an application for registration of an LLP does not create a partnership.
Instead, an LLP is a registration that is made by a pre-existing general partnership or a pre-existing limited partnership LP. By fulfilling the requirements of sections A limited partnership LP must be created and in existence before it can take the additional step of registering as an LLP.
General partnerships must have at least two partners, and every partner in a general partnership is a general partner. If there is no record that a formation document was filed with this office to create an LP, we will reject the LLP application.
An LP can only be created by filing formation documents with our office. An LP must be created and in existence before it can take the additional step of registering as an LLP. There have been significant changes in the Texas Tax Code.
Currently, some partnerships are subject to franchise tax. If a partnership is not otherwise subject to franchise tax, registering the partnership as an LLP will subject the partnership to franchise tax. An LLP is not an entity separate and apart from the underlying partnership; instead, it is a registration that is made by the underlying partnership, namely, a pre-existing general partnership or a pre-existing limited partnership LP to limit the liability of its partners.
Registering an LLP does not create a partnership. You cannot convert an entity into an LLP; instead, you can convert your entity into a partnership either a general partnership or a limited partnership LP , and the partnership can choose to take the steps to register as an LLP. To register a pre-existing general partnership as an LLP, or to register a pre-existing limited partnership LP as an LLP, you must file an application for registration with our office.
The annual report is due no later than June 1 of each year following the calendar year in which the application for registration takes effect. The amendments made the registration of a Texas LLP effective until it is voluntarily withdrawn by the partnership or terminated by the secretary of state.
The registration of an out-of-state LLP to transact business in Texas lasts one year, but may be renewed before it expires for an additional one year term. If an LLP registration has expired, it cannot be renewed. If the partnership wants to register as an LLP, it must file a new registration.
New registrations cannot be backdated. Expiration of an LLP registration does not affect the existence of the underlying partnership; however, there may be a gap in liability protection. LLP registrations must be renewed each year.
If the underlying partnership is a LP, the LP must also file a separate application for registration. The Business Organizations Code does not address the question of whether an LLP needs to inform the secretary of state when the underlying partnership has dissolved or otherwise voluntarily terminated its existence. However, on and after January 1, , the registration of a Texas LLP remains effective until it is voluntarily withdrawn by the partnership or involuntarily terminated by the secretary of state.
If the underlying partnership has been dissolved, the partnership may voluntarily withdraw its registration. The secretary of state can remove from its active records the registration of an LLP or LLLP whose registration has been withdrawn or terminated.
Traditionally, corporations have been characterized as either for-profit or nonprofit corporations. Generally, a corporation organized for charitable, benevolent, religious, cultural or other similar purposes must be formed as a nonprofit corporation. For example, social purposes may include providing low-income or underserved individuals or communities with beneficial products or services; promoting economic opportunity for individuals or communities; preserving the environment; improving human health; promoting the arts, sciences, or advancement of knowledge; increasing the flow of capital to entities with a social purposes; and conferring any particular benefit on society or the environment.
The certificate of formation may also include a provision that the board of directors and officers of the for-profit corporation may consider any social purpose specified in the certificate of formation in discharging the duties of directors or officers. If you have questions about social purposes, you should consult with your attorney. HB PDF , effective September 1, , authorizes a for-profit corporation to elect to be a public benefit corporation. Name Registration - Form for registering the name of an out-of-state entity that is not qualified to transact business in the state.
Assumed Name - Form for filing an assumed name of an entity. Statement of Abandonment of an Assumed Name - Form for abandoning an assumed name certificate before the expiration of its term of registration.
Renewal of Registration of an Entity Name - Form for renewal of registration of entity names. Notice of Transfer of Reservation of an Entity Name - Form for transferring an effective name reservation from the current applicant to another person. Notice of Withdrawal of Reservation of an Entity Name - Form for withdrawing a reserved name before the expiration of the reservation period.
Notice of Withdrawal of Registration of an Entity Name - Form for withdrawing a current name registration before the expiration of the term of registration. Consent to Use of Similar Name - Form for the holder of an existing name to consent to the use of a similar name.
Certificate of Withdrawal - Form for surrendering the registration of a foreign filing entity, other than a foreign limited liability partnership, and withdrawing from the state. Withdrawal of Foreign Limited Liability Partnership Registration - Form for withdrawing the registration of an out-of-state limited liability partnership.
Termination of Registration - Form for terminating the registration of a foreign entity that has ceased to exist in its jurisdiction of formation. Certificate of Merger - Domestic Entity Divisional Merger - Form used to effect a merger that divides a Texas entity into two or more new Texas entities or other organizations. Certificate of Merger - Form used to effect a merger that combines one or more Texas entities with one or more organizations.
Certificate of Merger - Parent-Subsidiary - Form used to effect a merger of a parent organization with a subsidiary organization when the parent is to survive the merger. Certificate of Merger for Nonprofit Corporation - Form used to effect a merger when each party to the merger is a nonprofit corporation. Certificate of Conversion of a Corporation Converting to a General Partnership - Form for converting a Texas for-profit or professional corporation to a domestic or foreign general partnership.
Certificate of Conversion of a Corporation Converting to a Limited Liability Company - Form for converting a corporation to a limited liability company. Certificate of Conversion of a Corporation Converting to a Limited Partnership - Form for converting a corporation to a limited partnership. Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust - Form for converting a Texas for-profit or professional corporation to a domestic or foreign real estate investment trust.
Certificate of Conversion of a Limited Liability Company Converting to a General Partnership - Form for converting a Texas limited liability company to a domestic or foreign general partnership. Certificate of Conversion of a Limited Liability Company Converting to a Corporation - Form for converting a limited liability company to a corporation. Certificate of Conversion of a Limited Liability Company Converting to a Limited Partnership - Form for converting a limited liability company to a limited partnership.
Certificate of Conversion of a Limited Liability Company Converting to a Real Estate Investment Trust - Form for converting a Texas limited liability company to a domestic or foreign real estate investment trust. Certificate of Conversion of a Limited Partnership Converting to a General Partnership - Form for converting a Texas limited partnership to a domestic or foreign general partnership. Certificate of Conversion of a Limited Partnership Converting to a Limited Liability Company - Form for converting a limited partnership to a limited liability company.
Certificate of Conversion of a Limited Partnership Converting to a Corporation - Form for converting a limited partnership to a corporation. Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust - Form for converting a Texas limited partnership to a domestic or foreign real estate investment trust.
Certificate of Conversion of a Professional Association Converting to a Professional Limited Liability Company - Form for converting a foreign or domestic professional association to a foreign or domestic professional limited liability company.
Certificate of Termination of a Domestic Entity - Form for terminating the existence of a domestic filing entity, other than a nonprofit corporation or cooperative association.
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