A Texas LLC company agreement is a legal document to be used by entities of any size that would like to establish the company’s procedures and policies, among other basic and detailed aspects of the company. Although the document is not a requirement of the State to conduct business within the State of Texas, all members/owners establishing businesses should carefully consider the placement of the document. Completion of this form will provide protections to all members and owners who are contributing to and are managing members of companies. Without the filing of the document, in the event that the entity would face any kind of litigious activity, the members/owner(s) would be held financially liable to satisfy any legal claims should the courts find in favor of the claimant. With the implementation of the document, the personal assets and financial accounts of members and/or owners will remain protected. The entity will remain liable to satisfy claims.
The owner(s)/members within the entity should take the time to carefully review the document to ensure that they understand the language. Should they find that they do not, in fact, clearly understand the document, the members/owner(s) may consider working with a knowledgeable attorney for clarification and/or completion of the document.
Table of Contents
Multi-Member – For use by businesses with more than one (1) member who would like to establish their company policies and shall agree on needed protections for their members.
Single-Member – For use specifically by single owner businesses in need of the creation of company establishment and to protect their personal and financial assets.
Business applicants in the State of Texas should confirm the availability of their operating name prior to filing with the Secretary of State. By performing a for the name in the State’s records, it will be possible to verify its availability and uniqueness (an must be created in order to access the State’s search function).
Step 1 – Registered Agent
The LLC must elect a Registered Agent to receive service of process or other legal demands served upon the company. In this State, a Registered Agent may be an individual resident or an organization authorized to transact business.
Step 2 – LLC Type
When filing a new business with the Secretary of State, it is important to understand which type of LLC needs to be applied for; each type requires a separate set of forms and filing fee.
- A Domestic LLC is a company formed within the State of Texas
- A Foreign LLC is a company initially formed in an outside jurisdiction
Step 3 – File for Registration
Complete the form that corresponds with your LLC type:
- Domestic – Certificate of Formation
- File by Mail or
- Foreign – Application for Registration
- File by Mail or
- An is required to access the online filing system
- Foreign filers must include a Certificate of Existence (or like document)
- Paper applications must be printed in duplicate
Step 4 – Pay the Fee
The requisite processing fees are as follows:
- Domestic – $300
- Foreign – $750
Online applications will be submitted upon payment of the fee. If filing by mail, enclose your remittance and send all articles to the following address:
P.O. Box 13697, Austin, Texas 78711-3697
Step 5 – Operating Agreement
An operating agreement is a document that LLC owners may use to create a suitable operating structure for their company. The form is optional; however, you are advised to implement the document after successfully filing with the Secretary of State as it will enable you to establish the general rules and relay all provisions by which your LLC will operate.
Step 6 – Employer Identification Number (EIN)
The Employer Identification Number (EIN) is issued by the Internal Revenue Service to business entities operating within the US. An EIN is used for tax reporting purposes, however, it is also necessary to have the identifier if your LLC plans to open bank accounts or hire employees. Application is free and can take place or by Mail.
Step 1 – Download the document. Provide a company name at the top of the document.
Step 2 – The Agreement – Submit the date that the document shall become effective (dd/mm/yyyy format) – Enter the following:
- Check an applicable box
- Additional requested information
- Single-Member – The name of the company. The state of the entity’s location. Enter the owner’s full name and business address
- Multi-Member – Each member’s full name and address
Step 3 – Name and Principal Place of Business – Enter the following:
- The name under which the company has been registered
- The company’s full address
- City of location (business)
Review all remaining information and enter the following:
- The date that the entity is formed (dd/mm/yy)
- Read the titles:
Member Capitol Contributions – Submit the following:
- Check the appropriate box
- Single-Members – Review the information
- Multi-Members – Each member’s name and contribution amounts
- Check the applicable box
- Single-Members – Read the information
- Multi-Members – Each member’s name. State each member’s Percentage Interests
- Proceed (review the remainder of the information)
Step 4 – Books, Records and Tax Returns –
- Check the box that applies to the company
- Review all of the information
Continue by reviewing the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Review all information
- Multi-Members – Review the information provided
- Enter all appropriate limits agreed upon by the members by placing them into the lines provided
Step 5 – Titled Sections – Check the box where applicable – Read the following and submit the required information:
- Meetings of Members – A date for the annual meeting (dd/mm/yy)
- Assignment of Interests
- Ownership of Company Property (Sole Proprietors)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the applicable box. Review the information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Enter name of the company and an effective date (dd/mm/yyyy)
- Indemnification (Owner)
Step 6 – Signatures – Provide the following:
- The date of the document’s execution
- The signature of the company representative
- Enter each member’s signature
Once the document is complete, the members/owner must retain a copy of the document for their records.