LLC Articles of Organization Texas need to be filed when you are forming a Texas LLC. The Articles of Organization — which can also be called the Certificate of Incorporation, the Certificate of Organization, or the Certificate of Formation — is the paperwork filed with the Secretary of State when forming an LLC. This paperwork is essentially a state license to create an LLC.

Steps to Forming a Texas LLC

  1. Choose your business name.
  2. File your Certificate of Formation.
  3. Appoint your registered agent.
  4. Prepare your operating agreement.
  5. Comply with other tax and regulatory requirements.
  6. Open a bank account.

Choosing Your Business Name

Your business name has to be unique from other business names already on file with the Texas Secretary of State. Part of your business name must include one of the following terms:

  • Limited Liability Company
  • LLC
  • L.L.C.
  • Limited Company
  • LC
  • L.C.

You may use "Ltd." as an abbreviation for "Limited" and "Co." for "Company."

Check your business name for availability on the Texas Secretary of State website. To get a preliminary determination of availability, call (512) 463-555, dial 7-1-1 for relay services, or email your name inquiry to corpinfo@sos.state.tx.us.

By filing Form 501, you can reserve your desired business name for up to 120 days. This form, titled "Application for Reservation or Renewal of Reservation of an Entity Name," should be submitted to the Texas Secretary of State. The filing fee for this reservation is $40, and it can be filed by mail or online via the Texas Secretary of State website. You may want to register your business name as a federal and/or state trademark, but this is not mandatory.

Filing a Certificate of Formation

A Certificate of Formation, Form 205, needs to be filed to create a Texas LLC. The filing fee is $300, and it can be filed by mail or online through the Texas Secretary of State SOSDirect website. The Certificate of Formation includes the following:

  • The name of the LLC
  • The name your appointed registered agent (and the agent's address)
  • Information on the management of the LLC
  • The name(s) of the person or people governing the LLC (and their addresses)
  • The name of the LLC's organizer (and that person's address)
  • The certificate's effective date

Appointing Your Registered Agent

A Texas LLC is required to have a registered agent who will accept legal papers on behalf of the LLC. Your registered agent can either be a business or an individual. This agent needs a physical Texas address, not simply a Texas mailing address.

Preparing Your Operating Agreement

Although not a requirement, an LLC operating agreement can be beneficial. Information such as meeting conduct, management of the company, required capital contributions, and allocation of profits and losses can be included.

Complying With Other Requirements

For a single-member LLC, you only need an Employer Identification Number, or EIN, in two situations:

  • You plan to have employees.
  • You choose to be taxed as a corporation rather than a sole proprietorship.

For LLCs with more than one member, an EIN is required even if there are no employees. An EIN can be obtained for free from the IRS via its online application.

There may be more business licenses required for your LLC at the state or local level. Registration with the Texas Comptroller of Public Accounts might be necessary. You might be required to pay Texas employment taxes. Visit the Texas Department of Licensing and Regulation website to learn more.

Texas LLCs do not have to file an annual report other than the annual franchise tax reports. This report is due May 15, unless this date falls on a weekend or holiday, in which case the next business day is the deadline.

Opening a Bank Account

Keep personal and business finances separate. Your Tax ID number (EIN) and a copy of the Certificate of Formation are needed to open a business bank account. If authorized signers are not listed in the Certificate, you will need a resolution identifying them.

You can order a certified copy of your Articles of Organization. Online orders can be made on the Texas SOS website. Sign up, search, authenticate, view, and print the certificate yourself. You will be charged a fee of $15 plus $1 per page for your order, with an additional 2.7 percent charge for credit card processing. Your request will be emailed to you within 2 hours in PDF format.

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