Certificate Of Formation Limited Liability Company Page 2
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6Office 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
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