Texas LLC Status: Everything You Need to Know
The Texas LLC status form is a document known as the Certificate of Status issued by the State of Texas. 3 min read
The Texas LLC status form is a document known as the Certificate of Status issued by the State of Texas. The document certifies a limited liability company is registered to do business in Texas, is in compliance with all applicable state licensing requirements, and has not been suspended for tax issues by the Texas Comptroller of Public Accounts.
A Certificate of Status in other jurisdictions, may be referred to as a Certificate of Existence, Good Standing Certificate, or a Certificate of Fact.
Information for Requesting a Certificate of Status
- Obtaining a Certificate of Status from the Texas Secretary of State requires the submission of a records request of the business.
- Once the request is processed and is in good standing, a certificate is issued for your business. The certificate will have the signature of the Secretary of State and an imprint of the Seal of Texas.
- A request may be ordered for a business other than your own. This would include the records that have been filed such as the articles of formation, the original registration if the business is from out of state, conversions, and amendments, for example.
- A certificate may be ordered via mail, email, fax, phone, online, or in person. Using the online option is recommended. To order online, use the search option at the Secretary of State website. The website provides instructions for signing up, searching, and printing a certificate.
- The current processing cost is $15 for online processing, which can take 1-2 hours.
- If you choose to order by mail, provide the business name, return address information, any specific requests, payment, and a daytime phone number for any questions. If you want the information faster than normal delivery time, there is an additional fee.
- Requesting a certificate by fax requires a cover sheet with the name of the business, any special requests, and a daytime phone number. If you have the certificate faxed by to you, there is a $10 charge for expedited service along with a $2 charge per page.
- If ordering by email, the state will bill you for the fees. You may request the information be faxed to you with applicable fees for faxing.
- Phone requests are accepted. You will be given a timeframe for processing.
- Ordering in person is also available with a $10 counter service charge. These are generally processed the next day. Requests by mail can take 6-8 business days for processing.
Advantages and Disadvantages of a Certificate of Status
- A Certificate of Status may be needed if you are in the process of an acquisition, buying a company, a merger, or selling your business.
- The certificate becomes part of the legal documentation of the business.
- When applying for a line of credit or a business loan a certificate is usually required.
- If you plan to register your business out of state, a Certificate of Status will most likely be required. In some states, certified status verification must be less than 30 days old, while other states allow a 60-day timeframe.
- Because certificates mean different things in different jurisdictions, it can be confusing to know which certificate someone is requesting. For example, in Texas, a Certificate of Good Standing is not the same as the Certificate of Existence. It is not unheard of for owners to have no idea what the status may be of their company. This may arise when a purchase or sale is in progress or a lawsuit has been filed against the business.
- In Texas, to keep your business showing as registered and active you must file an annual tax return and a public information disclosure.
- When annual franchise taxes are not filed, a notification is issued to the business from the comptroller's office. The comptroller also notifies the appropriate office of the Secretary of State, which can result in the forfeiture of the business.
- If the delinquency is not rectified, the status noted by the Texas Comptroller is "Franchise Tax Involuntarily Ended" followed by the Secretary of State changing the status of the business to "Forfeited Existence".
- Once forfeited, it can be reinstated or a new LLC can be formed. You cannot get the same name again.
- To reinstate, all overdue taxes must be paid, a public information disclosure is filed, and you must pay a $50 late fee.
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