Understanding Texas LLC Laws
The rules for starting and running a Texas limited liability company (LLC) are laid out by Texas's LLC laws.
In this guide, we offer simple explanations to Texas LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements (Company Agreement)
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Texas LLC laws set out the requirements for forming an LLC. The State of Texas has created the SOSDirect online LLC portal and PDF Certificate of Formation form to simplify the process.
Texas LLC Formation Statute
The following laws about LLC formation are from Texas Business Organizations Code Title 1 - Subchapter A - Chapter 3:
Sec. 3.005. CERTIFICATE OF FORMATION.
(a) The certificate of formation must state:
(1) the name of the filing entity being formed;
(2) the type of filing entity being formed;
(3) for filing entities other than limited partnerships, the purpose or purposes for which the filing entity is formed, which may be stated to be or include any lawful purpose for that type of entity;
(4) for filing entities other than limited partnerships, the period of duration, if the entity is not formed to exist perpetually and is intended to have a specific period of duration;
(5) the street address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office;
(6) the name and address of each:
(A) organizer for the filing entity, unless the entity is formed under a plan of conversion or merger;
(B) general partner, if the filing entity is a limited partnership; or
(C) trust manager, if the filing entity is a real estate investment trust;
(7) if the filing entity is formed under a plan of conversion or merger, a statement to that effect and, if formed under a plan of conversion, the name, address, date of formation, prior form of organization, and jurisdiction of formation of the converting entity; and
(8) any other information required by this code to be included in the certificate of formation for the filing entity.
(b) The certificate of formation may contain other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the filing entity.
(c) Except as provided by Section 3.004, Chapter 4 governs the signing and filing of a certificate of formation for a domestic entity.
Sec. 3.010. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY.
In addition to the information required by Section 3.005, the certificate of formation of a limited liability company must state:
(1) whether the limited liability company will or will not have managers;
(2) if the limited liability company will have managers, the name and address of each initial manager of the limited liability company; and
(3) if the limited liability company will not have managers, the name and address of each initial member of the limited liability company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 3.051. RIGHT TO AMEND CERTIFICATE OF FORMATION.
(a) A filing entity may amend its certificate of formation.
(b) An amended certificate of formation may contain only provisions that:
(1) would be permitted at the time of the amendment if the amended certificate of formation were a newly filed original certificate of formation; or
(2) effect a change, exchange, reclassification, subdivision, combination, or cancellation in the membership or ownership interests or the rights of owners or members of the filing entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 6, eff. January 1, 2006.
Start forming your LLC by reading our top LLC services review.
What This Means: Key Takeaways*
The statute provides the requirements for setting up (or forming) an LLC. The State of Texas offers online and hard copy LLC filing to meet these requirements.
Required Information for Texas LLC Formation:
- LLC’s name (Must meet Texas LLC naming requirements)
- Type and purpose of entity being formed
- LLC principal office’s street and mailing address
- Registered agent’s name and Texas address
- LLC Organizer’s name
- Whether the LLC will have managers
- If the LLC will have managers, the name and address of each initial manager
- If the LLC won’t have managers, the name and address of each initial member
Any additional provisions or “terms” of the LLC must be consistent with the law.
The certificate of formation can be amended.
Recommended: For help with completing the LLC formation forms, visit our Texas LLC Certificate of Formation guide.
Registered Agent Duties and Appointment
Texas LLC laws define the duties and appointment of the LLC registered agent.
Texas LLC Registered Agent Statute
The following registered agents laws are from Texas Business Organizations Code Title 1 - Chapter 5:
Sec. 5.201. DESIGNATION AND MAINTENANCE OF REGISTERED AGENT AND REGISTERED OFFICE.
(a) Each filing entity and each foreign filing entity shall designate and continuously maintain in this state:
(1) a registered agent; and
(2) a registered office.
(b) The registered agent:
(1) is an agent of the entity on whom may be served any process, notice, or demand required or permitted by law to be served on the entity;
(2) may be:
(A) an individual who:
(i) is a resident of this state; and
(ii) has consented in a written or electronic form to be developed by the office of the secretary of state to serve as the registered agent of the entity; or
(B) an organization, other than the filing entity or foreign filing entity to be represented, that:
(i) is registered or authorized to do business in this state; and
(ii) has consented in a written or electronic form to be developed by the office of the secretary of state to serve as the registered agent of the entity; and
(3) must maintain a business office at the same address as the entity's registered office.
(c) The registered office:
(1) must be located at a street address where process may be personally served on the entity's registered agent;
(2) is not required to be a place of business of the filing entity or foreign filing entity; and
(3) may not be solely a mailbox service or a telephone answering service.
(d) A registered agent that is an organization must have an employee available at the registered office during normal business hours to receive service of process, notice, or demand. Any employee of the organization may receive service at the registered office.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 28, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 1123 (H.B. 1787), Sec. 2, eff. January 1, 2010.
Acts 2011, 82nd Leg., R.S., Ch. 1151 (H.B. 2047), Sec. 1, eff. September 1, 2011.
Sec. 5.2011. CONSENT TO SERVE AS REGISTERED AGENT. (a) The designation or appointment of a person as registered agent by an organizer or managerial official of an entity in a registered agent filing is an affirmation by the organizer or managerial official that the person named as registered agent has consented to serve in that capacity.
(b) If a person designated or appointed as registered agent in a registered agent filing before the sale, acquisition, or transfer of a majority-in-interest or majority interest of the outstanding ownership or membership interests of the represented entity continues to serve in that capacity after the sale, acquisition, or transfer, the person's continuation of service is an affirmation by the governing authority of the represented entity that the governing authority has verified that the person named as registered agent has consented to continue to serve in that capacity.
Added by Acts 2009, 81st Leg., R.S., Ch. 1123 (H.B. 1787), Sec. 3, eff. January 1, 2010.
Sec. 5.202. CHANGE BY ENTITY TO REGISTERED OFFICE OR REGISTERED AGENT.
(a) A filing entity or foreign filing entity may change its registered office, its registered agent, or both by filing a statement of the change in accordance with Chapter 4.
(b) The statement must contain:
(1) the name of the entity;
(2) the name of the entity's registered agent;
(3) the street address of the entity's registered agent;
(4) if the change relates to the registered agent, the name of the entity's new registered agent;
(5) if the change relates to the registered office, the street address of the entity's new registered office;
(6) a recitation that the change specified in the statement is authorized by the entity; and
(7) a recitation that the street address of the registered office and the street address of the registered agent's business are the same.
(c) On acceptance of the statement by the filing officer, the statement is effective as an amendment to the appropriate provision of:
(1) the filing entity's certificate of formation; or
(2) the foreign filing entity's registration.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 5.203. CHANGE BY REGISTERED AGENT TO NAME OR ADDRESS OF REGISTERED OFFICE. (a) The registered agent of a filing entity or a foreign filing entity may change its name, its address as the address of the entity's registered office, or both by filing a statement of the change in accordance with Chapter 4.
(b) The statement must be signed by the registered agent, or a person authorized to sign the statement on behalf of the registered agent, and must contain:
(1) the name of the entity represented by the registered agent;
(2) the name of the entity's registered agent and the address at which the registered agent maintained the entity's registered office;
(3) if the change relates to the name of the registered agent, the new name of that agent;
(4) if the change relates to the address of the registered office, the new address of that office; and
(5) a recitation that written notice of the change was given to the entity at least 10 days before the date the statement is filed.
(c) On acceptance of the statement by the filing officer, the statement is effective as an amendment to the appropriate provision of:
(1) the filing entity's certificate of formation; or
(2) the foreign filing entity's registration.
(d) A registered agent may file a statement under this section that applies to more than one entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 5.204. RESIGNATION OF REGISTERED AGENT.
(a) A registered agent of a filing entity or a foreign filing entity may resign as the registered agent by giving notice to that entity and to the appropriate filing officer.
(b) Notice to the entity must be given to the entity at the address of the entity most recently known by the agent.
(c) Notice to the filing officer must be given before the 11th day after the date notice under Subsection (b) is mailed or delivered and must include:
(1) the address of the entity most recently known by the agent;
(2) a statement that written notice of the resignation has been given to the entity; and
(3) the date on which that written notice of resignation was given.
(d) On compliance with Subsections (b) and (c), the appointment of the registered agent and the designation of the registered office terminate. The termination is effective on the 31st day after the date the secretary of state receives the notice.
(e) If the filing officer finds that a notice of resignation received by the filing officer conforms to Subsections (b) and (c), the filing officer shall:
(1) notify the entity of the registered agent's resignation; and
(2) file the resignation in accordance with Chapter 4, except that a fee is not required to file the resignation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 1123 (H.B. 1787), Sec. 4, eff. January 1, 2010.
Sec. 5.206. DUTIES OF REGISTERED AGENT.
(a) The only duties of a registered agent are to:
(1) receive or accept, and forward to the represented entity at the address most recently provided to the registered agent by the represented entity, or otherwise notify the represented entity at that address regarding, any process, notice, or demand that is served on or received by the registered agent; and
(2) provide the notices required or permitted by law to be given to the represented entity to the address most recently provided to the registered agent by the represented entity.
(b) A person named as the registered agent for a represented entity in a registered agent filing without the person's consent is not required to perform the duties prescribed by this section.
Added by Acts 2009, 81st Leg., R.S., Ch. 1123 (H.B. 1787), Sec. 5, eff. January 1, 2010.
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A Texas registered agent must:
- Maintain a registered office in Texas (i.e., no P.O. boxes)
- Be an individual, a Texas corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
- Consent to appointment as registered agent in written or electronic form
- A registered agent that is an organization must have an employee available at the registered office during normal business hours to receive service of process, notice, or demand.
Registered agent information is kept on file by the State of Texas. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating (Company) Agreements
Texas LLC laws provide guidelines for creating and maintaining an LLC operating agreement, referred to as a “company agreement” in Texas.
The following company agreement laws are from Texas Business Organizations Code Title 3 - Chapter 101:
Sec. 101.001. DEFINITIONS. In this title:
(1) "Company agreement" means any agreement, written or oral, of the members concerning the affairs or the conduct of the business of a limited liability company. A company agreement of a limited liability company having only one member is not unenforceable because only one person is a party to the company agreement.
Sec. 101.052. COMPANY AGREEMENT.
(a) Except as provided by Section 101.054, the company agreement of a limited liability company governs:
(1) the relations among members, managers, and officers of the company, assignees of membership interests in the company, and the company itself; and
(2) other internal affairs of the company.
(b) To the extent that the company agreement of a limited liability company does not otherwise provide, this title and the provisions of Title 1 applicable to a limited liability company govern the internal affairs of the company.
(c) Except as provided by Section 101.054, a provision of this title or Title 1 that is applicable to a limited liability company may be waived or modified in the company agreement of a limited liability company.
(d) The company agreement may contain any provisions for the regulation and management of the affairs of the limited liability company not inconsistent with law or the certificate of formation.
(e) A company agreement may provide rights to any person, including a person who is not a party to the company agreement, to the extent provided by the company agreement.
(f) A company agreement is enforceable by or against the limited liability company, regardless of whether the company has signed or otherwise expressly adopted the agreement.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 5, eff. September 1, 2013.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 8, eff. September 1, 2017.
Sec. 101.053. AMENDMENT OF COMPANY AGREEMENT. The company agreement of a limited liability company may be amended only if each member of the company consents to the amendment.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
The following section was amended by the 87th Legislature. Pending publication of the current statutes, see S.B. 1523, 87th Legislature, Regular Session, for amendments affecting the following section.
Sec. 101.054. WAIVER OR MODIFICATION OF CERTAIN STATUTORY PROVISIONS PROHIBITED; EXCEPTIONS. (a) Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company:
(1) this section;
(2) Section 101.101, 101.151, 101.206, 101.501, 101.602(b), or 101.613;
(3) Chapter 1, if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection;
(4) Chapter 2, except that Section 2.104(c)(2), 2.104(c)(3), or 2.113 may be waived or modified in the company agreement;
(5) Chapter 3, except that Subchapters C and E may be waived or modified in the company agreement; or
(6) Chapter 4, 5, 10, 11, or 12, other than Section 11.056.
(b) A provision listed in Subsection (a) may be waived or modified in the company agreement if the provision that is waived or modified authorizes the limited liability company to waive or modify the provision in the company's governing documents.
(c) A provision listed in Subsection (a) may be modified in the company agreement if the provision that is modified specifies:
(1) the person or group of persons entitled to approve a modification; or
(2) the vote or other method by which a modification is required to be approved.
(d) A provision in this title or in that part of Title 1 applicable to a limited liability company that grants a right to a person, other than a member, manager, officer, or assignee of a membership interest in a limited liability company, may be waived or modified in the company agreement of the company only if the person consents to the waiver or modification.
(e) The company agreement may not unreasonably restrict a person's right of access to records and information under Section 101.502.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 97, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 38, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 34, eff. September 1, 2011.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 9, eff. September 1, 2017.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.