Articles of Organization LLC Texas: Everything You Need to Know
Articles of organization LLC Texas is a document you are required to file if you want to form a limited liability company (LLC) in Texas. 3 min read
Articles of organization LLC Texas is a document you are required to file if you want to form a limited liability company (LLC) in Texas. Similar to articles of incorporation, articles of organization provide the basic information needed to register your company with the Texas secretary of state.
What Are Articles of Organization?
Also referred to as certificate of organization, an article of organization is the form you must complete and submit to the Texas secretary of state in order to establish an LLC. You can either file this document online through the secretary of state's SOSDirect website or submit it by postal mail, along with a filing fee of $300.
The main purpose of the articles of organization is to give the state a written document to keep on file. This document can be short and simple or long and complicated. You must include certain kinds of information in your articles of organization in order to get approval from the state.
Requirements for Articles of Organization
Name of Company
In the articles of organization, you are required to include the name of your LLC. The name you choose must not be the same as the name of another business that is already registered with the Texas secretary of state. To find out if your chosen name is already taken, you can use the business name availability checking tool at the SOSDirect website of the Texas secretary of state. In addition, the name must end with Limited Liability Company, LLC, or another variant or abbreviation.
Name and Address of Registered Agent
All LLCs in Texas are required to nominate and maintain a registered agent in the state. This agent is a person or business entity that consents to accept legal documents on behalf of your LLC if it faces a lawsuit. Only a resident of Texas or a business entity registered with the state can be appointed as a registered agent.
Besides the name of the registered agent, you must include the physical address of the agent in your articles of organization. Also called the registered office, this address is the place where the registered agent can be reached during business hours. It must be a physical address, not a post office box or mail service.
Names and Addresses of Managers or Members
You are also required to list the names and addresses of people who will be making business decisions in your LLC, which can be the members or managers. At least one member or manager must be listed, but the person does not have to be a resident of Texas.
The purpose of your LLC must also be stated in your articles of organization. It depends on the type of business you will be operating. For instance, if you are starting a for-profit business, you can say the purpose of your LLC is to do business lawfully in Texas. A professional or nonprofit organization, on the other hand, should provide a convincing business statement that can help it obtain a grant or favorable tax status.
Creating an Operating Agreement
Creating an operating agreement is not a requirement for LLC formation in Texas, but it is highly recommended. If you create an operating agreement, you do not have to file it with the articles of organization. An operating agreement should include the following information:
- Formation of LLC
- Registered agent in Texas
- Duration of LLC
- Purpose of LLC
- Place of business
- LLC members
- LLC managers
- Assignments of membership interests
- Distribution of membership interests
- Method for valuing membership interests
- Process of admitting new members
- Rules governing member exits
Meeting Other Requirements
Besides filing articles of organization, you are also required to meet other requirements before you can start operating your LLC in Texas. These requirements include:
- Employer Identification Number (EIN): If your LLC has employees or more than one member or you choose to pay taxes as a corporation, you must obtain an EIN from the IRS.
- Business licenses: Depending on the nature and location of your LLC, you may have to obtain state or local business licenses. Contact the Texas Department of Licensing and Regulation to find out more.
- Comptroller of Public Accounts: If you are planning to sell goods and collect sales tax, you must register with the state's Comptroller of Public Accounts.
If you need help with filing articles of organization for your LLC in Texas, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.