Application for Certificate Authority by a Professional Limited Liability Company (Texas)
This form is to apply for a certificate of authority to transact business as a professional limited liability company in Texas. The form registers the name of the local or foreign professional limited liability company, registered office address and agent in Texas, and managers' or manager members' names and addresses. The form provided here is simply a sample of what the actual Form 305 looks like.
Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
APPLICATION FOR CERTIFICATE OF AUTHORITY
BY A PROFESSIONAL LIMITED LIABILITY COMPANY
Pursuant to the provisions of articles 7.05 and 11.07 of the Texas Limited Liability Company Act, the undersigned professional limited liability company hereby applies for a certificate of authority to transact business in Texas:
1. The name of the professional limited liability company is __________________________________
2. (A) If the name of the limited liability company does not contain the words "Professional Limited Liability Company," or the abbreviations "PLLC" or "P.L.L.C.," then the name of the foreign limited liability company with the words or abbreviation which it elects to add thereto for use in Texas is _________________________________
(B) If the name is not available in Texas, then set forth the name under which the foreign professional limited liability company will qualify and transact business in Texas. _____________________________
3. The federal tax identification number is ________________________
4. The date of its organization is ____________________ and the period of duration is ______________ (State term of years or other duration authorized in its home jurisdiction.)
5. The address of its principal office in the state or country under the laws of which it is organized is ______________________________
6. The address of its proposed registered office in Texas is (a P.O. Box or lock box is not sufficient) __________________________ and the name of its proposed registered agent in Texas at such address is _______________________
7. The purpose which the foreign professional limited liability company proposes to pursue in the transaction of business in Texas is ____________________________________
8. Members, managers, officers, employees or agents of the company who will render the professional service in Texas are licensed or authorized in Texas to perform the professional service set forth in paragraph six (6) of this application.
9. The jurisdiction in which the company is organized would permit reciprocal admission of the professional limited liability company if it were organized in Texas.
10. The names and respective addresses of its manager(s) or member(s) who functions as manager(s) is (are):
NAME ___________________________
ADDRESS _______________________________
NAME ___________________________
ADDRESS _______________________________
11. The application is accompanied by a certificate issued by the secretary of state or other authorized officer of the jurisdiction of organization evidencing the existence of the professional limited liability company.
Date: _______________________________________
By: ___________________________________ (An Authorized Manager or Member)
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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The following documents are necessary to complete the application of a foreign professional limited liability company for a certificate of authority to transact business in Texas. All documents should be submitted to Secretary of State, Statutory Filings Division, Corporations Section, P.O. Box 13697, Austin, Texas 78711-3697. The delivery address is James Earl Rudder Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and return a file stamped copy, if a duplicate copy was provided for such purpose. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709. E-mail inquiries may be directed to [email protected]. Additional forms and information also may be obtained from our website at https://www.sos.state.tx.us.
The attached form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form for any particular purpose. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the application for certificate of authority.
CONTENTS OF COMPLETED APPLICATION ARE LISTED BELOW:
1. Submit two copies of the application for a certificate of authority. Prior to signing, please review carefully the statements set forth in the application. A person commits an offense under the Texas Limited Liability Company Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.
2. A certificate issued by the secretary of state or other authorized officer of the jurisdiction of its organization evidencing the limited liability company's existence. The certificate must be dated within 90 days of the receipt of the application. If the certificate is in a language other than English, a translation of the certificate, under oath of the translator, must accompany the certificate.
3. The statutory fee of $500 must be submitted. (Article 9.01A(4), Texas Limited Liability Company Act.) Please submit a check or money order made payable to the secretary of state. The check or money order must be payable through a U.S. bank or other financial institution. Fees payable to the secretary of state may be paid with a current, valid Visa®, Discover®, or MasterCard®. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.
FRANCHISE TAXES
Professional limited liability companies are subject to franchise taxes. Franchise tax information may be obtained from the Comptroller of Public Accounts, Austin, Texas, 78774- 0100, (512) 463-4600 or (800) 252-1381. TDD: (800) 248-4099 or (512) 463-4621. Non-U.S. companies with businesses located in Texas may obtain information relating to federal income tax filing requirements, publications, and forms by calling (800) 829-3676 or by visiting the Internal Revenue Service web site at www.irs.ustreas.gov
PROFESIONAL LIMITED LIABILITY COMPANY NAME
The name of the professional limited liability company must contain the words "Professional Limited Liability Company," or the abbreviation "PLLC," or "P.L.L.C." If the name does not contain these words or one of these abbreviations, one must be added for purposes of doing business in Texas.
Article 7.03 of the Texas Limited Liability Company Act provides that a limited liability company name cannot be the same as, or deceptively similar to, that of any domestic or foreign limited liability company, corporation or limited partnership or any name reservation or registration filed with the secretary of state. Therefore, the foreign professional limited liability company's name will be checked for availability in accordance with the secretary of state's name availability rules upon submission of the application.
Whether the company's name is available for use in Texas may be determined by telephone at (512) 463-5555 or by e-mail to [email protected]. This is only a preliminary clearance. The final decision on the name will be made when the document is submitted for filing. If the name is not available for use in this state, the company must obtain its certificate of authority and transact business under an assumed name. The assumed name must meet the same requirements of name availability. If an assumed name must be used, complete item 2B of the application with the name that the company elects to adopt for use in Texas. In addition, the company is required to file an assumed name certificate in compliance with chapter 36 of the Texas Business & Commerce Code. The assumed name certificate is to be filed with the secretary of state and with the county clerk in the county in which the registered office is located and the county in which the principal office is located. The form promulgated by the secretary of state for making the assumed name filing is form number 503. This form is not acceptable for filing in the county clerk's office.
DELAYED EFFECTIVE DATE
Under article 9.03 of the Texas Limited Liability Company Act, a company may choose to make the filing of certain documents effective as of a date within 90 days of the date of submission. This can be accomplished by stating either a future date or describing a future event within the document submitted for filing. Please refer to article 9.03 of the Texas Limited Liability Company Act for the specific requirements necessary for filing documents with a future effective date.