Texas LLC Formation Package and Operating Agreement
A Texas LLC is formed by filing a certificate of formation with the Secretary of State, and the filing fee is $300. Texas does not call the document articles of organization, and the agreement among the members is called a company agreement. There is no annual report to the Secretary of State, but every LLC must file with the Comptroller each year under the franchise tax.
What Texas law does to this document
The filing is a certificate of formation
The certificate must state the company's name, its purpose and its initial mailing address. It must also give the registered agent and registered office and the name and address of each organizer. An LLC's certificate must also say whether the company will have managers and must list each initial manager, or each initial member if there are none. The Secretary of State's fee is $300. A delayed effective date is allowed but may not be later than the 90th day after the certificate is signed.
Tex. Bus. Orgs. Code §§ 3.005, 3.010, 4.053, 4.152(1), 4.154Name requirements
The name must contain the phrase "limited liability company" or "limited company", or an abbreviation of one of those phrases. It must also be distinguishable in the Secretary of State's records from the name of every other existing filing entity and from reserved and registered names.
Tex. Bus. Orgs. Code §§ 5.053, 5.056Registered agent and registered office
Every Texas LLC must continuously maintain a registered agent and a registered office in Texas. The agent may be an individual Texas resident or an organization authorized to do business in Texas, and must have consented to serve. The registered office must be a street address where process can be personally served. It may not be solely a mailbox service or a telephone answering service.
Tex. Bus. Orgs. Code §§ 5.201, 5.2011The company agreement
Texas calls the operating agreement a company agreement. It governs relations among the members, managers and the company, and the statute's default rules apply wherever the agreement is silent. The statute recognizes written, oral and implied company agreements, and a single-member agreement is enforceable. The agreement is an internal record and is not filed with the Secretary of State.
Tex. Bus. Orgs. Code §§ 101.001(1), 101.052Franchise tax and the annual Comptroller filing
The franchise tax rate is 0.75 percent of taxable margin, or 0.375 percent for entities primarily engaged in retail or wholesale trade. An entity owes no tax if its annualized total revenue is at or below the no-tax-due threshold, which is $2,650,000 for reports due in 2026 and 2027. The threshold is adjusted for inflation every even-numbered year. An LLC under the threshold must still file a Public Information Report each year. The annual report is due May 15.
Tex. Tax Code §§ 171.002, 171.006, 171.202(b), 171.203Spouses and creditors of a member
A membership interest is personal property and may be community property, but a member's right to participate in management is not community property. A judgment creditor of a member is limited to a charging order, which gives only the right to receive distributions the member would otherwise receive. The charging order is the exclusive remedy against the interest and cannot be foreclosed.
Tex. Bus. Orgs. Code §§ 101.106, 101.112Where people go wrong in Texas
- Filing Part One of the generator's package as drafted: it is titled Articles of Organization and, for a member-managed company, does not list the name and address of each initial member, which a Texas certificate of formation must state along with the organizer's address and the company's initial mailing address (Tex. Bus. Orgs. Code §§ 3.005(a), 3.010).
- Ignoring the Comptroller because no tax is due, when an LLC under the threshold must still file its Public Information Report every year.
- Naming a registered agent who has not consented, or listing a mailbox service as the registered office.
How the generator works
Articles of Organization plus a full Operating Agreement, adaptable to single-member or multi-member and member-managed or manager-managed. Answer a short interview and the draft assembles as you go, with Texas already set as the governing state. Download it as PDF or Word. No fee. No account.