Certificate Of Formation Limited Liability Company
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6Form 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
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 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
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