How To Register Titles In Texas For Company

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Formation of Texas Entities FAQs

Formation of Texas Entities
Amendments and Corrections
Name Filings
Mergers and Conversions
Terminations and Reinstatements
Foreign or Out-of-State Entities
Nonprofit Organizations
Management and Ownership
Registered Agents
Home or Property Owners' Assns.
Business Organizations Code
Filing & Other General Questions
SOSDirect
Trademarks
Service of Process Data

The answers to our Frequently Asked Questions are provided for informational purposes and are non intended to provide legal advice or to substitute for the advice of an attorney. If you have specific legal questions, consult your attorney.

Earlier Formation
Name Problems
After Formation
"Nonprofit" LLCs
Series LLCs
Limited liability partnerships (LLPs) and limited liability limited partnerships (LLLPs)
Social Purposes
Public Do good Corporations

Before Formation

What type of entity should I form?
Can I file a document of formation online?
How do I class a minority-owned concern?
Practice you accept to be a U.S. citizen or a U.Due south. resident to comprise and/or own a corporation in Texas?
Can a person younger than 18 be a director, officer, or owner of a business entity in Texas?
What is a registered agent? What are the amanuensis'south duties? Where may a registered role be located? Can the Secretarial assistant of State be the registered agent of a corporation, limited liability company, or limited partnership?
Practise I need to publish a notice before incorporating a business concern?
What are the differences betwixt a corporation, a limited liability company (LLC), a limited partnership (LP), a express liability partnership (LLP), and a limited liability limited partnership (LLLP)? What are the benefits of forming each of these entity types?
Am I required to form a professional entity?
Who can form a professional association?
How practice I form a "C" corporation, an "South" corporation, or a "501(c)(3)" corporation?
What is a close corporation? What are the benefits of forming a close corporation?
Can ane person be the sole shareholder, director, and officer of a corporation?
Does a corporation have to issue stock? What is par value? How practise you decide the par value of the corporation's stock? Is there a minimum or maximum value for corporate stock?
What is the difference between a fellow member and a manager of an LLC? Which should I cull on my certificate of formation?
Are at that place restrictions on who can be an owner, governing person, or officer of a Texas professional entity?

What type of entity should I course?

The Office of the Secretary of Land cannot assistance you make up one's mind the best entity type for your detail business organization needs. We have provided full general information well-nigh types of Texas business organizations on our Selecting a Business concern Structure folio. For personalized assist, you should consult your private attorney.
Can I file a document of formation online?

Yeah. Certificates of formation tin be filed online through SOSDirect 24 hours a day, vii days a week.
How do I form a minority-owned business?

For data on certifying a "historically underutilized business," please contact the Texas Comptroller of Public Accounts at (888) 863-5881 or (512) 463-5872. The Texas Business concern Organizations Code does not address the formation of minority-owned businesses.
Exercise you accept to be a U.S. citizen, U.Southward. resident, or a Texas resident to form and/or ain a business entity in Texas?

No. Texas law does not restrict who can grade or have an ownership involvement in a business entity, other than requiring the organizer to be a person capable of inbound into a contract. An entity may impose residency or citizenship requirements in its certificate of formation or other governing documents, if desired. For data on restrictions that might apply to the entity you lot are creating, consult your attorney or the IRS.
Can a person younger than 18 be a managing director, officer, or possessor of a business organisation entity in Texas?

The Texas Business organisation Organizations Code does not impose any age requirements on who can exist an owner, officer, or director in a business entity. An entity may impose requirements in its certificate of formation or other governing documents, if desired. Other laws might impose restrictions, and at that place may be issues related to a minor'south capacity to contract or to be an possessor of an entity with a liquor license. For information on restrictions that might apply to the entity you are creating, consult your attorney or the IRS.
What is a registered agent? What are the agent'south duties? Where may a registered office be located? Can the secretary of country be the registered amanuensis of a corporation, limited liability company, or limited partnership?

A registered agent is an individual Texas resident or a domestic entity, or a foreign entity that has qualified or registered to transact business in Texas who is responsible for receiving and forwarding service of process or official notices addressed to an entity. Effective on Jan ane, 2010, a person who is appointed or designated as an entity's registered agent must have consented in a written or electronic course to serve every bit the registered amanuensis of the entity.

An entity'south registered role must exist a physical accost in Texas where the registered agent can be personally served with process during business hours. It cannot solely be the address of a mailbox service or telephone answering service.

The secretary of country cannot serve as an entity's registered agent.

For more information, please run into our Registered Amanuensis FAQs.
Do I demand to publish a observe before incorporating a business?

No. The requirement that an existing unincorporated business intending to incorporate without a alter in its name publish its intent to incorporate in the local newspaper for four sequent weeks was repealed in 2003.
What are the differences between a corporation, a express liability company (LLC), a limited partnership (LP), a limited liability partnership (LLP), and a limited liability express partnership (LLLP)? What are the benefits of forming each of these entity types?

Corporations, LLCs, and LPs are formed by filing a certificate of germination with the secretary of state. Corporations are owned past shareholders, managed by a board of directors, and administered by officers. LLCs are owned by members and managed by members, managers, or both. An LP is a partnership of one or more limited partners and ane or more than general partners. For more than information, encounter Selecting a Business organization Structure.

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 every bit an LLP. Tex. Motorbus. Orgs. Lawmaking §§152.801 et seq. and 153.351 et seq. Filing an application for registration of an LLP does not create a partnership or any other entity. Instead, an LLP is merely an optional registration that is fabricated by an underlying, pre-existing partnership.

Each of these entity structures shields its owners from personal liability for the debts and obligations of the entity and may offering tax advantages that are not available to sole proprietorships and general partnerships. Each of these entities must likewise pay Texas franchise taxes.

The secretary of state cannot determine which entity would be all-time for whatever private situation. A individual attorney tin can assist with that decision.
Am I required to form a professional entity?

If yous want to organize your entity as a corporation or LLC and you volition be performing professional person services, then you may exist required to form equally a professional entity. Partnerships are not discipline to the same restrictions on performing professional services.

The secretary of state has created a guide for determining permissible entity types (PDF). Delight note yet, that the guide is not a substitute for the advice of a individual attorney and is subject to change without notice at any time.
Who can form a professional clan?

Professional person associations tin can just be formed by (ane) doctors of medicine, (2) doctors of osteopathy, (3) podiatrists, (4) mental health professionals (such as psychologists, family unit therapists, and licensed professional counselors),(5) optometrists, (6) therapeutic optometrists, (seven) chiropractors, (8) dentists, or (9) veterinarians. BOC § 301.003.

Subject to the limitations set forth in BOC § 301.012, equally amended by H.B. 2098, a licensed physician assistant may jointly own a professional association with a licensed physician. Sure restrictions, limitations, and reporting requirements utilize to such jointly owned professional associations. A physician or doctor assistant interested in this option is encouraged to consult with a individual chaser to ensure that all legal requirements are met.
How exercise I form a "C" corporation, an "Due south" corporation, or a "501(c)(iii)" corporation?

Filing a certificate of formation with the secretary of state creates a for-profit corporation, professional corporation, close corporation, nonprofit corporation, LLC or limited partnership. Designations such equally "South," "C," or "501(c)(three)" refer to federal tax provisions. For information on federal tax issues, including how they might bear on what yous need to include in your certificate of formation, consult a individual attorney and/or contact the Internal Revenue Service.
What is a shut corporation? What are the benefits of forming a close corporation?

A shut corporation is any domestic for-profit corporation or professional corporation that states in its certificate of germination that "this corporation is a close corporation." The statement can exist included in a corporation'southward initial document of germination, or information technology tin be added afterward past filing a certificate of amendment. A close corporation may be managed according to a shareholders' agreement instead of past a board of directors or bylaws. Often, shareholders in shut corporations agree to limit the conditions under which shares may be transferred or sold, apportion profits and losses in a specific manner, or ready terms and conditions for share ownership or management positions. For more than data, please see BOC §§ 21.701 et seq.
Tin one person be the sole shareholder, director, and officer of a corporation?

Yes. The Texas Business concern Organizations Lawmaking requires that for-profit corporations and professional corporations accept at to the lowest degree one managing director, i president, and one secretary. A unmarried natural person tin be the president, secretary, sole director, and sole shareholder.

In the case of a nonprofit corporation, the Texas Business organization Organizations Lawmaking requires a nonprofit corporation to accept at least iii directors, ane president, and 1 secretarial assistant; however, in a nonprofit corporation, the aforementioned person cannot be both the president and secretarial assistant.

In both for-profit corporations and nonprofit corporations, officers and directors must be natural persons.
Does a corporation have to consequence stock? What is par value? How do you lot determine the par value of the corporation's stock? Is at that place a minimum or maximum value for corporate stock?

A for-profit corporation must result (sell) shares of stock in lodge to provide the corporation with its ain majuscule, separate from its owners' coin. Shares of stock sold by the corporation represent proportionate ownership interests held by shareholders in the corporation. "Par value" is the minimum amount for which a share may be sold. In that location is no minimum or maximum par value that must exist assigned; however, a share cannot have a par value of "goose egg" or ".00." Shares may have "no par value," which means that the lath of directors will assign a value to the stock beneath which the shares cannot be sold. A certificate of formation must authorize at least ane share. The corporation cannot sell more than shares than it is authorized to issue.
What is the difference between a member and a managing director of an LLC? Which management structure should I choose on my certificate of formation?

A member of an LLC is a person that holds an buying or membership interest in the LLC. An LLC is always going to have at to the lowest degree one member, simply the affairs of the LLC can be managed or governed in one of two ways.

First, the LLC may be governed past its members as a whole. In this situation, every member has management authority. An LLC with this blazon of management construction is often referred to as a fellow member-managed LLC.

Second, the LLC may elect to take a separate grouping of managers to manage the affairs of the LLC. The managers of an LLC may or may non also be members.

Your document of formation has to specify how the LLC will be managed. The secretary of state cannot help you in making this decision. If yous are unsure of the best management construction for your LLC, you may want to consult with your individual chaser.

Are in that location restrictions on who can be an possessor, governing person, or officer of a Texas professional entity?

Aye. Depending on the type of professional entity, an owner or governing person may be a professional individual, or in some cases a professional organization. But a professional individual may be an officer. See BOC §§301.004, 301.007. The table beneath shows the BOC restrictions for each type of Texas professional entity. (There may be boosted restrictions in the governing documents for a detail entity.)

"Professional individual" ways an individual who is licensed to provide the aforementioned professional service as is rendered by that professional entity. BOC §301.003(5).
"Professional person organization" ways a person other than an individual that renders the same professional service as the professional person entity but through owners, members, managerial officials, employees, or agents, each of whom is a professional individual or professional person organization. BOC §301.003(7).

Tabular array Showing Requirements for Owners, Governing Persons, and Officers for Texas Professional Entities.

Texas Professional Entity Blazon	Ownership Requirements	Governing Person Requirements	Officer Requirements
Professional Limited Liability Company (PLLC)	Professional individual or professional person system	Professional private or professional person organization	Professional private only
Professional Corporation (PC)	Professional individual or professional system	Professional person individual merely	Professional person individual only
Professional Association (PA)	Professional individual only	Professional individual only; must also be member	Professional person individual only; must also be member; president must be both member and governing person

Proper name Issues

Volition filing a document of formation keep others from using my company proper name?
Tin I annals a trade proper noun?
How tin I protect a trade name nationwide?
Tin can a corporate general partner of an LP have the same proper noun as the limited partnership, except for the organizational identifier, i.e., "Co.," "Corp.," or "Inc."?
How to Obtain a Letter of No Objection from the Banking Commissioner in Order to Use Certain Words in a Proposed Business Title
How to obtain approving from the Texas Higher Didactics Coordinating Board (THECB) for utilise of the terms "college," "academy," "school of medicine," "medical school," "health science center," "school of police," "police force school," or "police centre" in an entity proper noun.
Are in that location limitations on the use of the terms "engineer", "engineering" or whatever variation thereof in filing entity names?

Will filing a certificate of formation proceed others from using my company name?

No. By and large, every business must protect its own intellectual property and practiced will. Filing a certificate of germination only prevents the secretary of state from filing a subsequent certificate of formation for an entity with a proper noun that the secretary of state determines is non distinguishable in the records.
Can I annals a trade name?

Texas law does non provide for registration of a business concern's trade name, whether that business is incorporated or unincorporated.

Individuals and unincorporated entities that do concern using an causeless name (often referred to equally a "dba") must file an assumed name document with the county clerk in each county in which business bounds are maintained.

If a corporation, LLC, or LP does business concern under a proper name other than the legal name in its certificate of formation, it must file assumed proper noun certificates with the secretarial assistant of state and with the clerk of the appropriate county. (See Assumed Name FAQ #9)
How can I protect a trade name nationwide?

The secretary of land recommends that you consult a individual attorney about trademarks, service marks, and other intellectual property matters.
Can a corporate general partner of an LP have the same name equally the limited partnership, except for the organizational identifier, i.eastward., "Co.," "Corp.," or "Inc."?

The secretarial assistant of state cannot file an entity name that is the same, except for the organizational identifier, as an existing entity name on file unless the existing entity provides written notarized consent.
How to Obtain a Letter of No Objection from the Banking Commissioner in Order to Apply Certain Words in a Proposed Business concern Title

Under the provisions of sections 31.005 and 181.004(a) of the Texas Finance Code, the name of a domestic or foreign entity is prohibited from containing certain words in its title. The Banking Commissioner has the authority to upshot a letter of no objection for employ of these words or terms. Receipt of the letter from the Commissioner will enable the requestor to submit certain filings to the secretary of land.

The following names, or phonetically similar derivatives of such names, taken from the list of prohibited names, accept been determined to require a letter of no objection from the Banking Commissioner.
- Bank
- Banc
- Banking concern and Trust
- Trust
  Persons seeking the issuance of a letter of no objection should submit a letter of the alphabet containing the following information to the Banking Section's Corporate Activities Division at the address appearing below:
  1. A detailed letter describing in plain language:
    1. the exact name they are seeking to use and the primary business organization activities of the entity in Texas; and
    2. why utilize of the term "banking concern," "banc," "trust," etc., is important to use in the proper noun and still is not deceptive to the public; and
    3. the license status on the entity either: (ane) indicating the status of whatsoever license(s) that the corporation must obtain in society to do business in this land, or (ii) representing that no license or authorization is necessary to conduct that business in this state.
  2. A commitment addressed to the Commissioner from management of the entity, or an agent authorized to bind the entity, that the entity volition not annunciate or hold out to the public in whatsoever manner that it is a state or national depository financial institution, trust company or
  3. A full explanation of whatsoever amalgamation with a banking concern, bank holding company, trust visitor, or other financial establishment;
  4. Show of any qualification to do business concern in other states; and,
  5. $100 filing fee.
  6. If the entity owns or operates a web site, that contains the words "bank," "banc," "trust" etc., management of the entity, or an agent authorized to bind the entity, must submit a commitment that the entity volition prominently display the following disclaimer on its homepage "(name of entity) is not a chartered bank or trust visitor, or depository establishment. It is not authorized to have deposits or trust accounts and is not licensed or regulated by any country or federal banking potency."
The Cyberbanking Commissioner will review the proposed name and apply of terms, along with other material submitted as a whole in order to make a determination. Submission of the $100 filing fee is required for consideration, but does not constitute guarantee of approving of the proposed name. Generally, the Commissioner volition grant a request if, in context, the term is not misleading and is used (1) to indicate a permissible and authorized amalgamation with a depository financial institution or trust company; (2) by an actual trust or entity controlled past the trust for the purpose of conducting its own business organization (other than the business of providing banking or fiduciary services to the public); (3) by a vendor of services or products to financial institutions in a manner and context that fairly describes its business concern; or (four) equally a term of fine art in a fashion and context that clearly invokes an established secondary significant. If your request falls outside these parameters, the gamble of approval is slim.

Requests should be addressed to:

Corporate Activities Partitioning
Texas Department of Banking
2601 North Lamar Blvd.
Austin, TX 78705-4294
How to obtain approval from the Texas Higher Education Coordinating Board (THECB) for use of the terms "college," "university," "school of medicine," "medical school," "health science center," "school of police force," "law school," or "constabulary center" in an entity name.

The Texas Education Code prohibits the use of the terms "college," "academy," "school of medicine," "medical school," "health science center," "school of law," "law school," and "police eye." If a proposed proper name includes these terms, or terms of similar pregnant, whether in English or some other linguistic communication, the entity must obtain the prior approval of the Texas Higher Teaching Coordinating Board ("THECB"). Tex. Ed. Code, § 61.313.

For authorization to use any of these terms in an entity name, a request letter should be submitted to the THECB stating the following:
1. Name of the entity as proposed to be filed with the secretary of country.
2. A cursory statement of the business organization of the entity. One or two sentences should be sufficient; do not cut and paste boilerplate language from the document of germination.
3. The post-obit disclaimer, providing it is true: "The entity is non at present nor will be a private institution of higher education or an educational or preparation establishment."
If you wish to have your response faxed to you by THECB, in the trunk of the letter request a fax and provide your fax number. The asking letter of the alphabet must contain the address and telephone number of the entity or person requesting the authorization (business letterhead is acceptable). The letter may exist sent by the entity requesting the authorization or an agent representing the entity (attorney or other entity authorized to represent the entity to facilitate the approving)

Please mail or fax this information to:

Academic Affairs and Research Division
Texas Higher Education Coordinating Board
P.O. Box 12788
Austin, TX 78711
512-427-6168 (fax)

A copy of the approving letter from THECB should be submitted with your certificate of formation or other filing instrument to the secretarial assistant of land.
Are there limitations on the utilise of the terms "engineer", "engineering" or any variation thereof in filing entity names?
Yes. Department 1001.405 of the Texas Technology Practice Human activity (PDF) (Texas Occupations Code, Chapter 1001) restricts the use of the terms "engineer" and "engineering" or whatsoever variation thereof in a filing entity proper noun unless the filing entity:
1. is registered with the Texas Lath of Professional Engineers and Land Surveyors (TBPELS),
2. employs a professional person engineer, licensed by TBPELS in accordance with the Texas Engineering Do Deed, on a full-fourth dimension basis [see Department 1001.004(c) and 1001.003 of the Texas Engineering Practice Act (PDF)], and
3. is actively engaged in the practice of engineering science.
Before filing paperwork with the Texas Secretary of State's part to form a new filing entity with some variation of "engineer" or "engineering" in its name, please Contact TBPELS to verify the proposed name will exist compliant with the requirements of the Texas Technology Practice Act.

Afterward Formation

Do I take to file an almanac study with the secretarial assistant of state?
Where can I get a corporate seal, stock certificates, and a minute book?
At present that I've formed my corporation, does the secretary of state issue my federal employer identification number (EIN or FEIN)?
How much franchise tax must an entity pay?
Can I file my entity's bylaws, visitor agreement or other internal governing documents with the secretary of state?
Why didn't I receive a file-stamped copy of my certificate of formation?
I'thousand ready to effect shares in my corporation or ownership interests in my limited liability visitor or limited partnership. Do I need to file something with secretary of state? Practise I need to register the shares or ownership interests equally securities?

Do I have to file an annual report with the secretary of land?

Only sure types of entities file annual or periodic reports with the Secretary of State.
- A Texas partnership registered every bit a Texas limited liability partnership (LLP) is required to file an almanac report with the secretary of country no after than June 1 of each year following the calendar twelvemonth in which the application for registration takes effect. A notice to file the LLP annual report is sent by the secretarial assistant of country no subsequently than March 31 of the current report year.
- Nonprofit corporations (Texas and foreign) are required to file a periodic report with the secretary of land upon receiving detect, but not more than than in one case every four years. The secretarial assistant of state will send notice to the nonprofit corporation at the registered agent address on file.
- Certain limited partnerships (Texas and foreign) that are not subject to state franchise taxation are required to file a periodic study with the secretary of country upon receiving observe, but not more once every 4 years. The secretary of land will transport find to a limited partnership at the registered agent accost on file.
For-profit and professional corporations, professional associations, LLCs, and certain limited partnerships (whether Texas or foreign) that are discipline to land franchise tax laws file annually with the Comptroller of Public Accounts. As role of the annual franchise tax reports, these taxable entities file a Public Information Report (PIR). The PIR lists the names and addresses of persons who are officers/directors and managers at the time the study is filed.
Where can I get a corporate seal, stock certificates, and a minute book?

Texas law does not crave a business to have a seal; therefore the secretary of state does not accept data or regulations on how to pattern a seal or where to obtain one. Seals, stock certificates, and minute books tin be purchased from book stores, office supply stores, or corporate service companies.
Now that I've formed my corporation, does the secretary of state issue my federal employer identification number (EIN or FEIN)?

No. The secretary of state does not issue employer identification numbers. For information on EINs, contact the Internal Acquirement Service.
How much franchise taxation must an entity pay?

The Secretary of State cannot answer this question. For information, please visit the Texas Comptroller of Public Accounts franchise taxation website.
Can I file my entity's bylaws, company agreement or other internal governing documents with the secretarial assistant of state?

No. A business organisation entity keeps its internal governing documents at its principal function. No statute permits the filing of these documents with the secretary of state; therefore, the secretary of state cannot accept them for filing.
Why didn't I receive a file-stamped copy of my document of formation?

In social club to receive a file-stamped copy of a filing instrument, you must submit a indistinguishable copy of the filing musical instrument. The secretary of state does not pass up filing instruments that are not accompanied by a duplicate copy if the filing instrument otherwise conforms to the statutory requirements. In addition, the secretarial assistant of state is not required to attach a file-stamped copy of an instrument when no duplicate re-create has been provided
I'm ready to issue shares in my corporation or buying interests in my limited liability company or limited partnership. Do I need to file something with secretary of state? Practise I need to annals the shares or ownership interests equally securities?

You lot practice not have to file a document with the secretary of state when selling or issuing shares or ownership interests in your entity. The offer for sale or sale of shares or buying interests is regulated under state and federal securities laws. For information on whether a filing is required under Texas or federal securities laws, contact the Texas State Securities Lath and the Securities and Exchange Committee.

"Nonprofit" LLCs

Can I grade a nonprofit LLC in Texas?
Will an LLC with a nonprofit purpose exist tax-exempt?
Does the secretary of state accept a form I can utilise to course an LLC with a nonprofit purpose?
Which filing fees apply to my LLC? Practice I pay the filing fees for a nonprofit corporation?

Can I form a nonprofit LLC in Texas?

The Texas Business Organizations Code (BOC) does not recognize the term "nonprofit LLC" as describing a specific blazon of entity, but the BOC does permit for the formation of an LLC with a nonprofit purpose. Although a for-turn a profit corporation is prohibited from "operating a nonprofit establishment" (BOC §2.008), the BOC does non impose this prohibition on LLCs. This is i of the few noun changes introduced past the BOC.
Will an LLC with a nonprofit purpose be tax-exempt?

A Texas LLC that states a nonprofit purpose is not automatically exempt from country or federal taxes. For data on whether the IRS will grant a tax-exempt status to such an LLC, contact the IRS or read IRS Publication 557: Tax-Exempt Status for Your Organization. For data on whether the Texas Comptroller volition grant tax-exempt status, contact the Comptroller's Exempt Organizations Section.
Does the secretary of state have a form I tin can use to form an LLC with a nonprofit purpose?

No. Form 205 (Give-and-take, PDF) can be used to create a general purpose LLC, but information technology is not designed to create an LLC with a nonprofit purpose, and it is not designed to satisfy any requirements that the IRS or Texas Comptroller might impose for tax-exemption. You lot should consult with your attorney if you want to form a tax-exempt or nonprofit LLC.
If I course an LLC with a nonprofit purpose which filing fees apply to my LLC? Practise I pay the filing fees for a nonprofit corporation?

A Texas LLC that states a nonprofit purpose remains an LLC, every bit that term is defined in section 1.002(46). It is subject field to the regular LLC fees, and it is governed by the regular LLC provisions (§§101.001 et seq.).

Serial LLCs

What is a series LLC? Should I class a series LLC?
How exercise I form a series LLC in Texas?
If the serial does concern under a specific name, should an assumed name certificate exist filed?
Can I register my out-of-land series LLC to transact business organisation in Texas?
If I do business concern in another state, how practice I register my series LLC to transact business?

What is a serial LLC? Should I form a series LLC?

A serial LLC, formed under Texas law, is an LLC that provides in its governing documents for the establishment of a series of members, managers, membership interests, or assets that have separate rights, obligations and liabilities and business purposes from the general LLC. 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 non a separate domestic entity or organisation for purposes of title 1 and chapter 101 of the Texas Business Organizations Lawmaking. [See SB 847, effective nine/01/13].

If you have questions about the legal or tax advantages/disadvantages of forming a serial LLC, you should consult with your private attorney and/or tax advisor. The secretary of country'southward part cannot provide you with this advice.
How practise I form a series LLC in Texas?

You should consult with your private attorney if you lot are considering forming a series LLC. In order to receive whatsoever of the benefits of a serial LLC, at minimum, the language required by department 101.602(a)(1)-(2) of the Texas Concern Organizations Code must be included in your certificate of formation and visitor agreement, and you must maintain separate records for the assets of each series. See sections 101.601-101.621 of the Texas Business Organizations Code for more than information. The secretary of state does non accept a specific course to be used to form a series LLC. If you want to use our general certificate of germination for a limited liability company (Form 205 Word, PDF), you may do so and add together the additional required data in the Supplemental Text area of the form.
If the series does concern under a specific proper noun, should an assumed name document exist filed?

Yep. If each or any series of the LLC conducts business concern under a name other than the proper noun of the LLC, the LLC must file an assumed proper noun document for the name of the serial in compliance with chapter 71 of the Texas Business & Commerce Code. [Run across HB 1624, effective ix/01/13]. See Class 503 (Word, PDF).
Can I annals my out-of-country series LLC to transact business in Texas?

Yes. A series LLC formed nether the laws of some other jurisdiction volition be treated as a unmarried legal entity for qualification purposes. The LLC itself rather than the individual serial should register equally the legal entity that is transacting business organisation in Texas. The secretary of country has a separate application for registration form for foreign series LLC. See Form 313 (Word, PDF). If each or any serial of the LLC transacting business in Texas transacts concern nether a proper name other than the proper name of the LLC, the LLC must file an assumed name certificate in compliance with chapter 71 of the Texas Business & Commerce Lawmaking. Run into Class 503 (Give-and-take, PDF).
If I do business in some other state, how do I register my serial LLC to transact concern?

Non all states recognize a series LLC. You should contact the filing official in the state(s) where y'all contemplate transacting business organisation to make up one's mind if the state recognizes series LLCs and, if and then, the filing requirements. You may likewise desire to consult with your individual chaser to determine if a series LLC is the all-time structure to see your business organization goals.

Limited liability partnerships (LLPs) and limited liability limited partnerships (LLLPs)

What is a Limited Liability Partnership (LLP)?
What is the difference betwixt a general partnership, a express partnership (LP), a express liability partnership (LLP), and a limited liability limited partnership (LLLP)?
What are the benefits of registering an existing partnership equally an LLP?
Why did the secretary of land reject my awarding to register an LLP?
Are LLPs exempt from franchise taxes?
How practice I class an LLP?
How do I convert my entity into an LLP?
I already created a general partnership or a express partnership (LP). How does my partnership register as an LLP? What does the partnership need to do to maintain its LLP registration with the secretary of state?
How long does my partnership 'southward LLP registration last?
My LLP registration expired. May I renew it?
Does an out-of-state LLP take to register with the secretarial assistant of land before it transacts business organisation in Texas?
Does an LLP need to inform the secretarial assistant of country that the underlying partnership has been dissolved or otherwise voluntarily terminated its existence?

What is a Express Liability Partnership (LLP)?

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 secretarial assistant of state as an LLP. Tex. Bus. Orgs. Code §§152.801 et seq. and 153.351 et seq. Filing an application for registration of an LLP does non create a partnership or any other entity. Instead, an LLP is merely an optional registration that is made by an underlying, pre-existing partnership.
What is the divergence betwixt a general partnership, a limited partnership (LP), a limited liability partnership (LLP), and a limited liability express partnership (LLLP)?

A full general partnership is divers equally "an clan of ii or more than persons to comport on a business for turn a profit equally owners." §152.051. Full general partnerships can be created by oral or written agreement. General partnerships are created without filing any germination documents with the secretary of country. A full general partnership must have at to the lowest degree two partners, and each partner in a full general partnership is a general partner. If a full general partnership chooses to take the boosted pace of registering equally an LLP, information technology must use "limited liability partnership" (or any abbreviation thereof, such as LLP) in its legal proper noun. §5.063.

The merely style to create a Texas limited partnership (LP) is to file a document of germination with the secretary of state.§§3.001(a); 1.002(22). Encounter Course 207 (Word, PDF). A limited partnership (LP) consists of one or more than general partners plus i or more limited partners. §1.002(50). If a limited partnership (LP) chooses to take the additional stride of registering as a express liability partnership (LLP), it must employ either "limited liability partnership" (or whatsoever abbreviation thereof, such as LLP) or "limited liability limited partnership (LLLP)" (or whatsoever abridgement thereof, such as LLLP) as an organizational indicator in its legal name.§v.055.

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 past a pre-existing general partnership or a pre-existing limited partnership (LP).
What are the benefits of registering an existing partnership equally an LLP?

By fulfilling the requirements of sections 152.801 et seq. or 153.351 et seq. and registering as an LLP, a partnership gives its general partners the personal liability protection described in section 152.801.
Why did the secretary of land reject my application to register an LLP?

The well-nigh common causes for rejection are:

(1) If an application to register a partnership equally an LLP indicates that the underlying partnership is a express partnership (LP), but there is no tape that a formation document was filed with this office to create an LP, we volition refuse the application. A express partnership (LP) must be created and in existence before it tin can take the additional pace of registering equally an LLP.

(2) If an application to register a partnership as an LLP states that the underlying partnership just has one general partner, the underlying partnership must exist an LP. (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 role to create an LP, we will reject the LLP application. An LP can simply be created by filing germination documents with our part. An LP must exist created and in beingness before it can accept the additional step of registering as an LLP.
Are LLPs exempt from franchise tax?

At that place have been significant changes in the Texas Tax Code. Currently, some partnerships are discipline to franchise revenue enhancement. If a partnership is not otherwise subject field to franchise taxation, registering the partnership as an LLP will bailiwick the partnership to franchise revenue enhancement. For more than data, contact the Texas Comptroller of Public Accounts and/or your individual attorney.
How do I form an LLP?

Yous cannot "form" an LLP; instead, you can form 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. An LLP is non an entity separate and autonomously from the underlying partnership; instead, information technology is a registration that is fabricated 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.
How practise I convert my entity into an LLP?

Yous cannot convert an entity into an LLP; instead, you lot tin convert your entity into a partnership (either a full general partnership or a express partnership (LP)), and the partnership can choose to take the steps to annals every bit an LLP. If you submit conversion documents listing the converted entity blazon as an "LLP," the secretary of land will reject the documents and ask y'all to specify whether the converted entity type is an LP or a full general partnership.
I already created a general partnership or a limited partnership (LP). How does my partnership annals as an LLP? What does the partnership demand to do to maintain its LLP registration with the secretarial assistant of state?

To annals a pre-existing general partnership as an LLP, or to annals a pre-existing express partnership (LP) as an LLP, yous must file an awarding for registration with our part. You may use Grade 701 (Discussion, PDF) as your application for registration. The filing fee is $200 per general partner.

Constructive January 1, 2016, Senate Pecker 859 amended Chapter 152 of the Business Organizations Lawmaking (BOC) to add Section 152.806, which requires a Texas LLP to file an almanac report with the secretarial assistant of state. The annual report is due no later than June 1 of each year following the agenda year in which the application for registration takes effect. The filing fee for the annual report is $200 per general partner as of the date of filing the report. Failure to file the almanac report and pay the written report filing fee may outcome in the termination of the partnership's registration as an LLP.
How long does my partnership's LLP registration last?

Texas LLPs: Effective January i, 2016, Senate Bill 859 amended §152.802 of the Business Organizations Code (BOC) to eliminate the annual renewal requirement for Texas LLPs. The amendments made the registration of a Texas LLP effective until it is voluntarily withdrawn past the partnership or terminated past the secretary of state.

Out-of-state LLPs: Senate Neb 859 did not make any changes to department §152.901 of the BOC, which provides for the registration of out-of-state LLPs. The registration of an out-of-state LLP to transact business in Texas lasts one year, but may be renewed before information technology expires for an additional ane year term. Come across Form 308 (Word, PDF).
My LLP registration expired. May I renew information technology?

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. See Form 701 (Word, PDF). New registrations cannot be backdated. Expiration of an LLP registration does not affect the existence of the underlying partnership; withal, there may exist a gap in liability protection.
Does an out-of-country LLP have to register with the secretary of state before it transacts business in Texas?

Yes. §152.901 et seq. See Form 307 (Give-and-take, PDF). The fee for registration is $200 for each general partner that resides in Texas, but no less than $200 and no more than $750. LLP registrations must be renewed each year. Run across Form 308 (Word, PDF). If the underlying partnership is a LP, the LP must also file a separate application for registration. The fee for this one-time registration is $750. Encounter Course 306 (Word, PDF).
Does an LLP need to inform the secretarial assistant of state that the underlying partnership has been dissolved or voluntarily terminated its existence?

The Business Organizations Code does not accost 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. Nevertheless, on and later on Jan i, 2016, the registration of a Texas LLP remains effective until it is voluntarily withdrawn past the partnership or involuntarily terminated by the secretary of state. If the underlying partnership has been dissolved, the partnership may voluntarily withdraw its registration. See Form 704 (Word, PDF). The secretary of state can remove from its active records the registration of an LLP or LLLP whose registration has been withdrawn or terminated.

Social Purposes

May a for-profit corporation include a social purpose in its certificate of formation?

Traditionally, corporations have been characterized as either for-profit or nonprofit corporations. More often than not, a corporation organized for charitable, benevolent, religious, cultural or other similar purposes must be formed equally a nonprofit corporation. [See § ii.008 of the Texas Business Organizations Lawmaking.] Nevertheless, § 3.007 of the Code was amended past SB 849, effective September 1, 2013, to authorize a for-profit corporation to include one or more than social purposes in its document of formation. The specific social purpose or purposes would be in addition to the purpose or purposes required to be stated in the for-profit corporation's certificate of formation.

Social purposes are defined in § 1.002(82-a) of the Code and consist of promoting one or more positive impacts or minimizing negative impacts on society or the environs. 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 homo health; promoting the arts, sciences, or advancement of cognition; increasing the flow of majuscule to entities with a social purposes; and conferring any particular do good on society or the environment.

The certificate of formation may besides include a provision that the board of directors and officers of the for-profit corporation may consider any social purpose specified in the document of formation in discharging the duties of directors or officers. To determine the extent and circumstances under which an officer or manager of a for-turn a profit corporation must consider social purposes, please review chapter 21 of the Code, specifically §§ 21.101 and 21.401, as amended by SB 849. If you lot take questions about social purposes, you should consult with your chaser. The secretary of state's role cannot provide you with legal or business advice.

Public Benefit Corporations

What is a Public Benefit Corporation?
How exercise I form a Public Do good Corporation?
What are the requirements for management of a Public Benefit Corporation?
I am currently a for-profit corporation, can I convert to a public benefit corporation?

What is a Public Benefit Corporation?

HB 3488 (PDF), effective September 1, 2017, authorizes a for-profit corporation to elect to be a public do good corporation. A public do good corporation is a domestic for-profit corporation that is intended to produce a public benefit and to operate in a responsible and sustainable style.
How do I course a Public Benefit Corporation?

The Secretary of State does non have a form for creating a public do good corporation. You lot may typhoon your ain document of formation in accordance with Chapters iii and 21 of the Texas Business organisation Organization Code.

The formation certificate should include (ane) one or more than specific public benefits to be promoted by the corporation and (two) a statement that the filing entity is a for-turn a profit corporation electing to be a public benefit corporation. See HB 3488 (PDF).

Please note that instead of the organizational identifiers required for a for-turn a profit corporation, a public benefit corporation proper name may contain the words "public benefit corporation," the abbreviation "P.B.C." or the designation "PBC." If the entity chooses to not include one of these identifiers, there may exist other internal notice requirements.
What are the requirements for management of a Public Do good Corporation?

A public benefit corporation is required to be managed in a style that balances (1) the shareholders' pecuniary interest, (ii) the all-time involvement of those persons materially affected by the corporation'south acquit, and (three) the public do good or benefits specified in the corporation's certificate of formation. The lath of directors must manage or direct the concern and affairs of the corporation in a fashion that balances the same interests listed above. Tex. Bus. Orgs. Code § 21.95(a).
I am currently a for-profit corporation, can I catechumen to a public benefit corporation?

A public benefit corporation is a for-profit corporation that has elected to be a public benefit corporation; therefore, a conversion is not necessary. You may file a certificate of amendment to amend your certificate of germination to include the necessary language.