Form 205 - Certificate Of Formation - Limited Liability Company.pdf

Overview:
This form is designed for the minimal statutory filing requirements for forming an LLC in Texas, adhering to Title 3, Chapter 101 of the Texas Business Organizations Code (BOC). It serves as a guide for business owners to establish their LLC while highlighting key considerations and legal aspects.

Critical Components:

1. Entity Name and Type (Article 1):
- Provide a distinct company name that complies with BOC Chapter 5 and administrative rules on entity naming availability.
- Ensure the name is unique, distinguishable from existing entities, and does not imply or suggest unauthorized business activities.
- Preliminary name availability checks can be done through the Texas Secretary of State's office.

2. Registered Agent and Office (Article 2):
- Appoint a registered agent, which can be an individual resident of Texas or a domestic/foreign entity registered to do business in the state.
- The LLC cannot serve as its own registered agent.
- Ensure the registered agent consents to their role; written or electronic consent is required but need not be submitted with the filing.

3. Governing Authority (Article 3):
- Specify whether the LLC initially has managers (option A) or members (option B).
- For each governing person (individual or organization), provide their name, address, and title (if applicable).
- Only one name per governing person is allowed; use a business or post office box address for privacy concerns.

4. Purpose (Article 4):
- State the general purpose of the LLC, adhering to BOC Chapter 2 and other relevant laws that may require more specific language for tax or licensing purposes.
- Note that this form is not suitable for engaging in licensed activities without the appropriate license. For professional services, use Form 206.

5. Initial Mailing Address (Effective Jan 1, 2022):
- Provide an address for tax information and correspondence, which can be a post office box or street address.

6. Supplemental Provisions/Information:
- Include additional articles or provisions if needed, such as duration (perpetual unless specified otherwise) or specific purposes beyond the general statement.

Important Reminders:
- This form is not a substitute for legal and tax advice; consult professionals for tailored guidance.
- Ensure all information provided complies with BOC requirements to avoid filing rejections.
- Contact relevant state agencies (Comptroller of Public Accounts, IRS) for specific tax-related inquiries.