Form your Texas Series LLC for free!

A Texas limited liability company is formed by filing a document called The Certificate of Formation with the Texas Secretary of State.

The filing fee for a Certificate of Formation for an LLC is $300. Fees may be paid by personal checks, money orders, LegalEase debit cards, or MasterCard, Visa, and Discover credit cards. Checks should be made payable to: “Secretary of State”.

The completed form and filing fee may be mailed to:

Texas Secretary of State
Statutory Filings Division
Corporations Section
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
or fax to (512) 463-5709

To complete The Certificate of Formation you must include:

Certificate of Formation for Series Limited Liability Company

1. The name of the LLC. The name must include the words limited liability company, LLC or L.L.C. at the end of the entity name.
2. The name and address of the registered agent. You may not use a PO Box. A registered agent must be an individual residing in the state, a domestic corporation or a foreign corporation authorized to do business in the state. The registered office is typically the business office of the registered agent. It need not be the same office of the LLC’s business office. If you or one of the members of the LLC has an address in the state you may use that address for register agent purposes.
3. Whether the LLC will be managed by members or managers and list their respective addresses. A member managed LLC means that every member has authority to act on behalf of the business. If the LLC will have only one owner, typically the LLC will be member managed. With a manager managed LLC, the members, by virtue of being members, do not have authority to manage and operate the business of the limited liability company.  Instead, the members elect “managers” and it is the managers who have this authority. A manager managed LLC can either be managed by one or more members or by appointed non-members. A manager managed LLC is typically the structure of choice for multi-member LLCs for a number of reasons. With no management structure, multiple owners acting on behalf of the LLC by signing checks or contracts could lead to potential problems for the LLC and its members. In addition, where one or more members are “passive members (not actively engaged in management) using a manager managed structure is useful in order to create a layer between the members and managers. It is important that a manager managed LLC have a well drafted LLC Operating Agreement that sets out the rules and procedures for the managers to follow when managing the LLC. Note: If the LLC will have managers, select option “A” and provide the name and address of each initial manager in the space provided. If the LLC will not have managers, select option “B” and provide the name and address of each initial member of the LLC in the space provided.
4. T he purpose for forming the LLC. An LLC may list any lawful purpose.
5. An additional provision relating to forming a Series LLC. In the case of a Texas Series LLC, the following language should be included in this provision: “ Pursuant to S.B 1442, the limited liability company shall be established and its company agreement shall provide for the establishment of one or more designated series of members, managers, membership interests, or assets that: (i) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or (ii) has a separate business purpose or investment”.
6. The signature of the Organizer: The Organizer must sign the Articles of Organization. The organizer is generally not required to be a member of the LLC.