Fill - Free fillable Form 205General Information: (Certificate of FormationLimited Liability Company) (Texas Real Estate Contracts) PDF form

Form 205—General Information

(Certificate of Formation—Limited Liability Company)

The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant

code provisions. This form and the information provided are not substitutes for the advice and services of an

attorney and tax specialist.

Commentary

The limited liability company (hereinafter LLC) is neither a corporation nor a partnership; rather, it is a

distinct type of entity. An LLC is governed by title 3, chapter 101 of the Texas Business Organizations

Code (BOC). Title 1, chapter 3, subchapter A of the BOC governs the formation of an LLC and sets

forth the provisions required or permitted to be contained in the certificate of formation.

The owners of an LLC are called “members.” An LLC may have one or more members. Members may

be individuals, partnerships, corporations, and any other type of legal entity.

Taxes: LLCs are subject to a state franchise tax. Contact the Texas Comptroller of Public Accounts, Tax

Assistance Section, Austin, Texas, 78774-0100, (512) 463-4600 or (800) 252-1381 for franchise tax

information. For information relating to federal employer identification numbers, federal income tax

filing requirements, tax publications, and forms call (800) 829-3676 or visit the Internal Revenue

Service web site at www.irs.gov.

Instructions for Form

 Article 1—Entity Name and Type: Provide a company name and organizational designation.

Under section 5.053 of the BOC, if the name chosen is the same as, deceptively similar to, or similar

to the name of any existing domestic or foreign filing entity, or any name reservation or registration

filed with the secretary of state, the document cannot be filed. The administrative rules adopted for

determining entity name availability (Texas Administrative Code, title 1, part 4, chapter 79,

subchapter C) may be viewed at www.sos.state.tx.us/tac/index.shtml. If you wish the secretary of

state to provide a preliminary determination on name availability, you may call (512) 463-5555, dial

7-1-1 for relay services, or e-mail your name inquiry to corpinfo@sos.state.tx.us. A final

determination cannot be made until the document is received and processed by the secretary of state.

Do not make financial expenditures or execute documents based on a preliminary clearance. Also

note that the preclearance of a name or the issuance of a certificate of formation under a name does

not authorize the use of a name in violation of another person’s rights to the name.

 Article 2—Registered Agent and Registered Office: The registered agent can be either (option A)

a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an

individual resident of the state. The limited liability company cannot act as its own registered agent;

do not enter the limited liability company name as the name of the registered agent.

Consent: Effective January 1, 2010, a person designated as the registered agent of an entity must

have consented, either in a written or electronic form, to serve as the registered agent of the entity.

Although consent is required, a copy of the person’s written or electronic consent need not be

submitted with the certificate of formation. The liabilities and penalties imposed by sections 4.007

and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names a

person as the registered agent of an entity without that person’s consent. (BOC § 5.207)

Form 205

Office Address Requirements: The registered office address must be located at a street address

where service of process may be personally served on the entity’s registered agent during normal

business hours. Although the registered office is not required to be the entity’s principal place of

business, the registered office may not be solely a mailbox service or telephone answering service

(BOC § 5.201).

 Article 3—Governing Authority: The certificate of formation must state whether the LLC will or

will not have managers. 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.

A minimum of one person is required.

If the governing person is an individual, set forth the name of the individual in the format specified.

Do not use prefixes (e.g., Mr., Mrs., Ms.). Use the suffix box only for titles of lineage (e.g., Jr., Sr.,

III) and not for other suffixes or titles (e.g., M.D., Ph.D.). If the governing person is an organization,

set forth the legal name of the organization. For each governing person, only one name should be

entered. Do not include both the name of an individual and the name of an organization. An address

is always required for each governing person.

Please note that a document on file with the secretary of state is a public record that is subject to public

access and disclosure. When providing address information for a manager or member, use a business or

post office box address rather than a residence address if privacy concerns are an issue.

 Article 4—Purpose: An LLC may be formed for any lawful purpose or purposes not expressly

prohibited under chapter 2 of title 1 or title 3 of the BOC. This form provides for the creation of an

LLC with a general purpose. Please note that while the BOC allows a general purpose, other laws,

including the Internal Revenue Code, may require that the certificate of formation include more

specific purposes or language as a basis for granting a license or tax-exempt or tax-deductible status.

The additional space provided in the “Supplemental Provisions/Information” section may be used to

set forth a more specific purpose or purposes.

This form cannot be used to engage in a licensed activity when such license cannot be issued to the

LLC. To form a professional limited liability to provide a professional service use Form 206.

 Supplemental Provisions/Information: Additional space has been provided for additional text to

an article within this form or to provide for additional articles to contain optional provisions.

Duration: Pursuant to section 3.003 of the BOC, a Texas LLC exists perpetually unless provided

otherwise in the certificate of formation. If formation of an LLC with a stated period of duration is

desired, use the “Supplemental Provisions/Information” section of this form to provide for a limited

duration.

 Organizer: Only one organizer is required for the formation of an LLC. An organizer may be any

person having the capacity to contract for the person or for another; that is, a natural person 18 years

of age or older, or a corporation or other legal entity. There are no residency requirements for an

organizer.

 Effectiveness of Filing: A certificate of formation becomes effective when filed by the secretary of

state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of the

instrument may be delayed to a date not more than ninety (90) days from the date the instrument is

Form 205

signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a

future event or fact, other than the passage of time (option C). If option C is selected, you must state

the manner in which the event or fact will cause the instrument to take effect and the date of the 90

day after the date the instrument is signed. In order for the certificate to take effect under option C,

the entity must, within ninety (90) days of the filing of the certificate, file a statement with the

secretary of state regarding the event or fact pursuant to section 4.055 of the BOC.

On the filing of a document with a delayed effective date or condition, the computer records of the

secretary of state will be changed to show the filing of the document, the date of the filing, and the

future date on which the document will be effective or evidence that the effectiveness was

conditioned on the occurrence of a future event or fact. In addition, at the time of such filing, the

status of the entity will be shown as “in existence” on the records of the secretary of state.

 Execution: The organizer must sign the certificate of formation, but it does not need to be notarized.

However, before signing, please read the statements on this form carefully. The designation or

appointment of a person as registered agent by an organizer is an affirmation that the person named

in the certificate of formation has consented to serve in that capacity. (BOC § 5.2011, effective

January 1, 2010)

A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing

of a filing instrument the person knows is materially false with the intent that the instrument be

delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the

person’s intent is to harm or defraud another, in which case the offense is a state jail felony.

 Payment and Delivery Instructions: 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 American

Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable

through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by

credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees.

Revised 05/11

Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O.

Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl

Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax,

credit card information must accompany the transmission (Form 807). On filing the document, the

secretary of state will return the appropriate evidence of filing to the submitter together with a file-

stamped copy of the document, if a duplicate copy was provided as instructed.

 FYI: An LLC is required to maintain a registered agent and a registered office address in Texas. If

the registered agent or registered office address changes, it is important to file a statement with the

secretary of state to effect a change to the certificate of formation. Failure to maintain a registered

agent and registered office may result in the involuntary termination of the LLC.

Form 205

This space reserved for office use.

Form 205

(Revised 05/11)

Submit in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512 463-5709

Filing Fee: $300

Certificate of Formation

Limited Liability Company

Article 1 – Entity Name and Type

The filing entity being formed is a limited liability company. The name of the entity is:

The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.

Article 2 – Registered Agent and Registered Office

(See instructions. Select and complete either A or B and complete C.)

A. The initial registered agent is an organization (cannot be entity named above) by the name of:

B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name M.I. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

Street Address City State

Zip Code

Article 3—Governing Authority

(Select and complete either A or B and provide the name and address of each governing person.)

A. The limited liability company will have managers. The name and address of each initial

manager are set forth below.

B. The limited liability company will not have managers. The company will be governed by its

members, and the name and address of each initial member are set forth below.

GOVERNING PERSON 1

NAME (Enter the name of either an individual or an organization, but not both.)

IF INDIVIDUAL

First Name M.I. Last Name Suffix

IF ORGANIZATION

Organization Name

ADDRESS

Street or Mailing Address City State Country Zip Code

Form 205

GOVERNING PERSON 2

NAME (Enter the name of either an individual or an organization, but not both.)

IF INDIVIDUAL

First Name M.I. Last Name Suffix

IF ORGANIZATION

Organization Name

ADDRESS

Street or Mailing Address City State Country Zip Code

GOVERNING PERSON 3

NAME (Enter the name of either an individual or an organization, but not both.)

IF INDIVIDUAL

First Name M.I. Last Name Suffix

IF ORGANIZATION

Organization Name

ADDRESS

Street or Mailing Address City State Country Zip Code

Article 4 – Purpose

The purpose for which the company is formed is for the transaction of any and all lawful purposes for

which a limited liability company may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

Form 205

Organizer

The name and address of the organizer:

Name

Street or Mailing Address City State Zip Code

Effectiveness of Filing (Select either A, B, or C.)

A. This document becomes effective when the document is filed by the secretary of state.

B. This document becomes effective at a later date, which is not more than ninety (90) days from

the date of signing. The delayed effective date is:

C. This document takes effect upon the occurrence of the future event or fact, other than the

passage of time. The 90

day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned affirms that the person designated as registered agent has consented to the

appointment. The undersigned signs this document subject to the penalties imposed by law for the

submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the

undersigned is authorized to execute the filing instrument.

Date:

Signature of organizer

Printed or typed name of organizer

Form 205

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