Key Takeaways

  • The Articles of Organization Texas (also known as Certificate of Formation) is the key document to form an LLC in Texas.
  • Filing can be done online or by mail, with a $300 state filing fee.
  • Important required details include the LLC name, registered agent, governing authority, and business purpose.
  • Filing as a professional or nonprofit LLC includes additional documentation.
  • Foreign LLCs must file for registration to legally operate in Texas.
  • Expedited filing is available for an additional fee.
  • After filing, LLCs must stay compliant by obtaining an EIN, business licenses, and filing franchise taxes.
  • Creating an operating agreement, though not required, is highly recommended.
  • UpCounsel can connect you with experienced business attorneys to help you file correctly and stay compliant.

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.

Filing Methods and Processing Times

You can file your Articles of Organization Texas (officially called Certificate of Formation – Form 205) in one of three ways:

  • Online via SOSDirect: This is the fastest and most convenient method. Filings are processed in 2–3 business days.
  • By Mail: Send the completed form and $300 fee to the Secretary of State’s office. Processing typically takes 5–7 business days.
  • By Fax: Though less common, fax submissions are accepted if you include a Form 807 Payment Form.

Expedited service is available for mailed or faxed documents at an additional cost of $25 per document. This reduces the processing time to about 1 business day after receipt.

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.

Purpose

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.

Additional Provisions You Can Include

Texas allows LLCs to include optional provisions in the articles of organization to clarify internal rules or special arrangements. These may include:

  • Limitation of liability for governing persons
  • Special rights or restrictions for members
  • Business succession instructions
  • Indemnification clauses
  • Restrictions on the transfer of membership interests

While optional, these provisions can add clarity and help prevent future disputes. Legal counsel is advised when including custom clauses to ensure they align with Texas law.

Special Considerations for Professional and Nonprofit LLCs

If you are forming a professional LLC (PLLC) or a nonprofit LLC in Texas, there are additional filing requirements:

  • PLLCs: Must ensure all members are licensed in the professional service being provided (e.g., medicine, law, accounting). You must include a statement affirming that the company is a professional entity and list the regulated profession.
  • Nonprofit LLCs: Should provide a specific nonprofit purpose in the formation document. Additional language may be needed to meet IRS requirements for 501(c)(3) status.

Both entity types may require approval from the relevant licensing agency before filing with the Secretary of State.

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

Single-Member vs. Multi-Member LLC Considerations

Operating agreements are especially helpful in distinguishing between single-member and multi-member LLCs:

  • Single-Member LLCs: The agreement should clarify how business decisions are made, how profits are distributed, and what happens if the owner becomes incapacitated.
  • Multi-Member LLCs: The agreement should detail voting rights, profit-sharing, dispute resolution methods, and buyout procedures.

These distinctions help maintain legal separation between the business and its owners, which is vital for preserving liability protection.

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.

Compliance After Formation

Filing your Articles of Organization Texas is only the first step. To remain compliant and in good standing with the state, LLCs must also:

  • Register for State Taxes: LLCs that sell goods or hire employees must register with the Texas Comptroller of Public Accounts.
  • File Franchise Taxes: Texas requires most LLCs to file an annual franchise tax report and public information report. These are due each year by May 15.
  • Maintain a Registered Agent: You must continually maintain a registered agent and update the Secretary of State if the agent or their address changes.
  • Update Business Records: Any changes to business name, address, or members should be reported via the appropriate form (such as Form 424 – Certificate of Amendment).

Noncompliance may lead to late fees, penalties, or administrative dissolution.

Foreign LLCs Doing Business in Texas

If your LLC was formed in another state but plans to operate in Texas, you must register as a Foreign LLC. To do this, file Form 304 (Application for Registration of a Foreign LLC) and pay a $750 fee.

Additional requirements include:

  • Providing a Certificate of Good Standing from your home state (issued within the past 90 days)
  • Appointing a Texas registered agent
  • Complying with state tax and licensing obligations

Operating without registering may result in fines and limitations on legal protections.

Frequently Asked Questions

1. What is the difference between Articles of Organization and Certificate of Formation in Texas?There is no difference—Texas refers to Articles of Organization as the Certificate of Formation for LLCs.

2. How long does it take to process Articles of Organization in Texas?Online filings are typically processed within 2–3 business days. Mailed or faxed submissions may take 5–7 days unless expedited.

3. Can I file the Articles of Organization myself, or do I need a lawyer?You can file it yourself; however, consulting an attorney can help ensure compliance and proper structuring, especially for complex or multi-member LLCs.

4. Is an operating agreement mandatory in Texas?No, but it is strongly recommended to establish the LLC’s internal structure, especially for multi-member entities.

5. What happens if I don’t file my franchise tax report?Failure to file can result in penalties, loss of good standing, or the state revoking your right to conduct business in Texas.

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