Articles Of Organization In Texas
If you would like to form an LLC (limited liability company) in the state of Texas, then you will be required to file articles of organization. Articles of organization are similar in many ways to articles of incorporation in that they provide necessary basic information for registering your company with the secretary of state in Texas.
What Are Articles of Organization?
This form, which is also called the certificate of organization, must be completed and submitted to the secretary of state in Texas to establish your LLC. The document can either be filed online at the Texas state SOSDirect website or it can be mailed with a $300 filing fee.
The major purpose for your articles of incorporation is to provide a written document to the state which is kept on file. The document can be ln long and complicated or short and simple. Certain types of information must be included in the articles of incorporation to ensure the state approves them.
Articles of Organization Requirements
Your LLC’s name must be included in the articles of incorporation. You must choose a name that is not the same as another business’s name that is registered already with the secretary of state of Texas. To find out whether or not your chosen name is taken already, the SOSDirect website has a business name availability checking tool that you can use. Your name must also end with LLC, Limited Liability Company, or another abbreviation or variant.
Registered Agent’s Name and Address
In Texas, all LLCs must nominate a registered agent and maintain one in the state. The registered agent is the business entity or person that agrees to accept all legal documents for your LLC when faced with a lawsuit. A registered agent must be a business entity that is registered in Texas or an individual who is a Texas resident.
In addition to the registered agent’s name, the agent’s physical address must be included in your articles of organization as will The address is referred to as the registered office and where your registered agent may be contacted during business hours. The address is required to be a physical address and not a mail service or post office box.
Members or Managers Names and Addresses
You also are required to include the names and addresses of the individuals who will make business decisions for your LLC. They can be managers or members. You must list at least one manager or member. However, the individual is not required to be a Texas resident.
You also must state what the purpose is of your LLC in the articles of organization. This will depend on what kind of business you are going to be running. For example, if it will be a for-profit business, then you can state that your LLCs purpose is to lawfully do business in the state of Texas. On the other hand, a nonprofit or professional organization needs to provide a business statement that is convincing to help it obtain favorable tax status or a grant.
In Texas, you are not required to have an operating agreement to form an LLC. However, this is highly recommended. It does not need to be filed with your articles of organization if you do create one. The following information should be included in an operating agreement:
Formation of LLC
Purpose of LLC
Duration of LLC
The registered agent in the state of Texas
Place of business
Membership interest assignments
Membership interests distribution
Method for how membership interests are valued
Rules for governing exits of members
Process for admitting new members
Other Requirements That Must Be Met
In addition to filing articles of organization, there are other requirements that need to be met before you can begin to operate an LLC in the state of Texas. Those requirements include the following:
Employer Identification Number (EIN): You must apply with the IRS for an EIN number if your LLC has more than one member or employees or you elect to pay your taxes as a corporation.
Business Licenses: Depending on where your LLC is located and its nature, you might be required to obtain local or state business licenses. To learn more, contact the Texas state Department of Licensing and Regulation.
Comptroller of Public Accounts: You are required to register with the Texas Comptroller of Public Accounts if you are planning on selling goods and collecting sales tax.