LLC Registered Agent Texas: Everything You Need to Know
LLC registered agent Texas is a person or business entity that accepts and dispenses legal documents for your limited liability company in the state of Texas.3 min read
2. How to Choose a Registered Agent
3. Filing the Consent of Registered Agent Form
4. False Designation of Registered Agent or No Designation
5. Changing a Registered Agent and Filing
All businesses must maintain some means of contact for legal purposes, and the registered agent functions as that contact. Without it, businesses could conceal themselves from the public and thereby avoid legal challenges. Thus, it is a requirement of the Texas Business Organizations Code (BOC) that all filing entities, foreign or domestic, maintain a registered agent in Texas. To send legal notice to a company in Texas, all you have to do is send their registered agent a certified letter.
Who Can be a Registered Agent?
Generally, a registered agent must be a Texas resident or an organization that is authorized to conduct business in Texas, both of which must have an address in the state of Texas. You may serve as your own registered agent, or you may appoint an employee, owner, or officer of your LLC to be a registered agent. Your entity may not serve as its own registered agent. Neither the Secretary of State nor any other government authority or agency may serve as a registered agent.
How to Choose a Registered Agent
If you decide not to or cannot take a registered agent from your own LLC, you may perhaps use your accountant or attorney as a registered agent, if they offer this service. There are also companies that offer registered agent services. The Secretary of State does not keep a list of such companies, but one way to look for them is to do a Texas LLC name search on the Secretary of State’s web page, searching for “registered agent” or variations of that.
Filing the Consent of Registered Agent Form
Although you must receive the consent of a registered agent as expressed through their signature before you may name your registered agent, it is usually not necessary to include this consent in your registered agent filing with the Secretary of State. You may include it and it will be kept on record, however, and you should keep a copy of the signed document for your own records.
The filing fee for the consent of registered agent form is $15, except when this is submitted from a cooperative association or nonprofit corporation; then the fee is $5.
False Designation of Registered Agent or No Designation
If you designate a registered agent without their consent, you will be subject to the penalties and liabilities of sections 4.007 and 4.008 of the Texas Business Organizations Code. If you do not appoint a registered agent or do not maintain one, your domestic LLC may be subject to involuntary termination, and your foreign LLC may have its registration for business transactions in the state revoked.
Additionally, according to Section 5.308 of the Texas Business Organizations Code, any person designated as a registered agent on or after January 1st, 2010, who offered no consent to the appointment, is not liable for failing to perform or refusing to act as a registered agent.
Changing a Registered Agent and Filing
Because it is necessary for your registered agent to be continuously maintained, you should have a statement of change of registered agent and/or registered office filed with the Secretary of State should any change in status occur with your registered agent.
If your registered agent resigns, they must provide notice to those they represent, as well as the Secretary of State. Notice must be given to the Secretary of State no later than eleven days after notice was given to the represented entities. If this is done, the registered agent’s representation will end 31 days after the Secretary of State was notified.
If you change your registered agent, the following steps will be necessary:
- Notify the Secretary of State by filing Form 401.
- Include a $15 check for the filing fee, payable to “Texas Secretary of State.”
- Mail documents and fee to: TX SOS PO Box 13697 Austin, TX 78711-3697
The normal processing time for this action is 3–5 working days. You can also arrange for expedited processing by paying a $25 fee per document along with a cover letter that requests such processing and lists a phone number you can be reached by. You can also view your filed documents by logging on to the SOSDirect Online Searching and Filing page at the Secretary of State’s website.
If you need help understanding LLC registered agent Texas, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale and average 14 years of legal experience, including work with or for companies like Google, Menlo Ventures, and Airbnb.