Texas LLC Formation

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Steven S.

Steven Stark

347 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Joshua G.

Joshua Garber

244 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Richard G.

Richard Gora

182 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Coby H.

Coby Hyman

2 reviews
Coby Hyman is a Tax Attorney who founded General Tax Counsel, PLLC. For almost 20 years now, Mr Hyman has been practicing Tax Law. Previously, he acted as the Tax Director for PricewaterhouseCoopers. His main focus areas are complex tax structuring issues, business negotiations and sophisticated financial transactions. Coby obtained his J.D. from The University of Texas at Austin in 1988. A few years later, he attended the University of Houston Law Center and graduated with his LLM in Taxation.
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Thomas Deon W.

Thomas Deon Warner

8 reviews
Thomas is currently a Partner of The Warner Law Firm PLLC, and the owner of Warner & Associates PLLC. Previously, he was a Partner of Andrews & Kurth LLP. With over 20 years of experience, Warner is a corporate transactions lawyer who specializes in mergers and acquisitions, oil & gas transactions, securities law, real estate transactions, corporate law and corporate contracts. He attained his Doctor of Law from Howard University School of Law. He serves both civic and government boards.
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Lantis R.

Lantis Roberts

2 reviews
Lantis Roberts previously served the U.S. Department of Labor as an investigator. He now practices law in the following areas, employment and labor, criminal defense, employee benefits, as well as personal injury, civil rights, bankruptcy and business law. When it comes to transactional matters - such as business formation, real estate transactions, compliance assistance and serving as general counsel for businesses - Lantis represents both individuals and businesses.
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Robert H.

Robert Hawkins

11 reviews
Robert Hawkins is a Texas-based corporate attorney with three years of experience. He focuses on commercial contracts, securities, finances, mergers and corporate governance. Robert graduated from the SMU Dedman School of Law with a Juris Doctorate degree in law. He has been a corporate counselor at the International Investment Bank since February 2015. Prior to this position, Robert was an associate at a mid-sized law firm, where he specialized in corporate transactions.
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Skyla J.

Skyla Johnson

Skyla Johnson is a business law specialist and has been licensed to provide legal services to corporate clients in Texas for the past three years. She has experience in general business law, technology law and she is specialized in working with commercial contracts. Skyla obtained her legal degree from the Southern Illinois University School of Law. Since 2015, Skyla has been a commercial counselor at Armor Defense.
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John T D.

John T Davis

2 reviews
John T Davis is a patent attorney with more than six years of experience. He is licensed to practice law in Texas and is also a member of the Texas Patent Bar. John obtained his Juris Doctor degree in law after he graduated from the SMU Dedman School of Law. John is also skilled in working on legal cases that involve trademark and copyright law. John founded his own legal firm in April 2015, where he serves corporate clients in patent-related legal matters.
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Alexandra C.

Alexandra Christian

2 reviews
Alexandra Christian is a corporate attorney who has been practicing law for over three decades. She is licensed to provide legal services to corporate clients in Texas and has a J.D. in law, which she obtained after she graduated from the University of Texas at Austin. Alexandra primarily specializes in reviewing, negotiating and drafting commercial contracts. Since July 2011, Alexandra has been a counselor at Ross and Matthews, P.C.
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Why use UpCounsel to form your LLC in Texas?

Confused by complicated questionnaires and government forms? Want to get your questions answered by a real attorney? UpCounsel provides personalized legal services with experienced attorneys to help form your Texas LLC the right way.
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Why use UpCounsel to form an LLC in Texas

Starting an LLC in Texas with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.

When forming an LLC in Texas with UpCounsel, the attorney you choose to help you will conduct a business name search for your Texas LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Certificate of Formation have been prepared and successfully filed with the Texas Secretary of State, your Texas LLC has been formed and begins its existence as a corporate entity.

Requirements for Forming a Texas LLC

Choosing a Company Name for Your LLC

One of the first steps in the process of forming your Texas Limited Liability Company is to choose your business name.

The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.

It must be distinguishable (not the same as or deceptively similar to) the name of any Texas Limited Liability Company or foreign LLC reserved or registered and cannot contain the words "bank," "trust," "trustee,""incorporated," "inc.," corporation," or "corp.," or "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.

Your LLC name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Texas Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Texas.

Certificate of Formation: When forming an LLC in Texas, the Certificate of Formation must be filed with the Secretary of State. Texas state law requires that certain information be included in your Certificate of Formation when forming your Texas LLC.

This information must include:

  1. The LLC name
  2. Address and Name of Registered Agent
  3. Registered Agent's signed consent form
  4. Purpose for which LLC is being formed
  5. Whether LLC will be manager-managed or member-managed
  6. Addresses, Names, and Initials of managers or members
  7. Addresses and Names of Certificate of Formation organizers
  8. Payment of fees

Additionally, a Texas LLC formation generally requires inclusion and/or consideration of the following:

Organizers: One or more people may form a LLC, yet they do not need to be members of the LLC.

Minimum Number of LLC Organizers: One (or more).

Eligibility: An organizer may be an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

LLC Operating Agreement: Although not required in Texas, it is strongly recommended that an LLC with more than one member adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The Certificate of Formation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at the time of formation and, after formation, at the time provided in and upon compliance with the Certificate of Formation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the LLC members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the LLC's operating agreement.

Resident Agent needed for a Texas LLC

UpCounsel attorneys can also provide your business with a registered agent in Texas. Every Texas LLC must have a registered agent in Texas, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The registered office may be a place of its business.

The company must have the chosen registered agent fill out and sign an acceptance of consent, Form 401-A. This must also be filed with the Secretary of State.

Texas Secretary of State

Once you create an LLC in Texas, the Texas Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Texas Secretary of State.

Recurring Responsibilities and Duties for Texas LLCs

Annual Report: Each limited liability company shall provide an annual report to the Texas Secretary of State regarding its financial condition to each of its members.

Records: Each Texas Limited Liability Company must keep the following records open to inspection at its office:

  1. A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the limited liability company set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
  2. If the LLC is manager-managed, you will need a current list including the full name and business or residence address of each manager.
  3. A copy of the Certificate of Formation and all amendments thereto, together with any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto were executed.
  4. Copies of the limited liability company's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years
  5. A copy of the LLC's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
  6. Copies of the limited liability company's financial statements, if any, for the six most recent fiscal years.
  7. The books and records of internal affairs as they relate to the limited liability company for at least the current and past four fiscal years.

Filing Fees for a Texas LLC

Filings must be made with the Texas Secretary of State in which the LLC was organized, along with the appropriate state filing fee. The filing fee for the Certificate of Formation is $300. Fees are subject to change so make sure you check with the Secretary of State. This may be done online on the Texas Secretary of State's website or by mail.

Taxes for a Texas LLC

Having an LLC in Texas can offer certain tax advantages over having a corporation, including the availability of more tax deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.

Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Texas as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself. However, if you file IRS Form 8832, you may elect for corporate taxation if you regularly need to keep a substantial amount of your profits in the LLC.

Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

State Taxes: LLCs in Texas are subject to a state franchise tax. In order to be in compliance, you must submit a franchise tax report with a public information report to the Texas Comptroller of Public Accounts. This will be a yearly requirement and annual reports will be due on May 15th every year.

Start Your Business Off Right with an Affordable LLC Formation Attorney in Texas

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