Articles of Association for a professional company (Texas)
This form is to incorporate articles of an association for a professional corporation in Texas. The form registers the name of the association, registered agent and address, and the original members. The form provided here is simply a sample of what the actual Form 204 looks like.
Articles of Association
Pursuant to Article 1528f
Texas Professional Association Act
Form 204
Article 1 - Association Name and Address
The name of the association is: ____________________________________
The association's address is: ____________________________________
The name must contain the word or words "associated," "association," "professional association" or "and associates," or the abbreviation "Assoc." or "P.A." The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended.
Article 2 - Registered Agent and Office (Select and complete either A or B and complete C)
___ A. The initial registered agent is a corporation (cannot be corporation named above) by the name of:
OR
___ B. The initial registered agent is an individual resident of the state whose name is set forth below:
First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
C. The business address of the registered agent and the registered office address is:
Street Address ____________________________
City ____________________________
TX
Zip Code ____________________________
Article 3 - Original Members
Each of the original members is licensed to perform the type of professional service for which the association is formed or is licensed to perform a professional service that falls within the scope of practice for which the professional association is formed. The names and addresses of the original members are set forth below: (Each individual listed below must sign the articles of association.)
Member 1: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Member 2: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Member 3: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Article 4 - Duration
The period of duration is perpetual subject to the provisions of section 8(B) of the Texas Professional Association Act. No member of the association shall have the power to dissolve the association by the member's independent act of any kind.
Article 5 - Purpose
The association is organized for the rendition of the professional services set forth below:
Article 6 - Management
The names and addresses of the individuals who are to serve on the initial board of directors or executive committee until the first annual meeting of the members or until their successors are elected and qualified are set forth below. (Must list at least one person.)
Director 1: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Director 2: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Director 3: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Supplemental Provisions/Information
Execution
The undersigned members, each of whom is identified in Article 3, sign these articles of association subject to the penalty imposed by article 10.02, Texas Business Corporation Act, for the submission of a false or fraudulent document.
Signature of member 1: ________________________________
Signature of member 2: ________________________________
Signature of member 3: ________________________________
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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Form 204--General Information
(Articles of Association)
The attached form is a standardized form designed to meet minimal statutory filing requirements pursuant to the relevant statutory provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist.
Article 1--Association name: Provide an association name. The association name must be followed by an organizational ending; specifically, the word or words "Associated," "Association," "Professional Association," or "and Associates," or by the abbreviation "Assoc." or "P.A." The professional association may not adopt any name contrary to the ethics of the profession being associated. Many professions require that the name of the professional be included in the entity name. Consult the regulatory board of the profession prior to filing the articles of association. In addition, if the name chosen is the same as or deceptively similar to, or similar to the name of an existing corporation, limited partnership, or limited liability company, 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 www.sos.state.tx.us/tac/index.html. If you wish the secretary of state to provide a preliminary determination on "name availability," you may call (512) 463-5555 or e-mail your name inquiry to [email protected]. 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 utilizing the name "pre-cleared." Also note that the pre-clearance of a name or the issuance of a certificate of association under a name does not authorize the use of a name in violation of another person's rights to the name. Association Address: The address of the association must be contained in the articles of association, even if the address is the same address designated as the registered office address.
Article 2--Registered Agent and Registered Office: The registered agent can be either an individual resident of the state (Option B) or a Texas corporation or foreign corporation with a certificate of authority to transact business in Texas (Option A). The association however may not be designated to serve as its own registered agent. The registered office address must be stated in Article 2 even if the same address has been provided in Article 1. A post office box is not sufficient as a registered office address unless the registered office is located in a town with a population of less than 5,000.
Article 3--Original Members: There must be at least one member of the association. Each member must be an individual licensed to practice the type of professional service for which the association is formed. The names and addresses of each original member must be set forth. The articles must state that each of the original members is licensed to practice the profession for which the association is formed.
Article 4--Duration: The Texas Professional Association Act (hereinafter "TPAA") does not provide specifically for an association's perpetual existence. However, the TPAA does provide for the continuity of a professional association's existence subject to the conditions and limitations set forth in section 8(B) of the TPAA. This form provides for the continuity of the professional association subject to these limitations and provides that no member of the professional association shall have the power to dissolve the association by the member's independent act of any kind.
Article 5--Purpose: The statement of purpose should be specific and not indicate that the association is organized for all lawful purposes under the TPAA.
Permissible Purposes: Only certain types of licensed professionals are permitted to form professional associations under the TPAA. These professionals are: doctors of medicine, doctors of osteopathy, doctors of podiatric medicine, dentists, and licensed mental health professionals, such as psychologists, licensed professional counselors, and licensed marriage and family therapists.
Permitted Multi-Practice Associations: The following professionals are permitted to jointly form and own a professional association to perform professional services that fall within the scope of practice of those practitioners: (1) Persons licensed as doctors of medicine or osteopathy by the Texas State Board of Medical Examiners and persons licensed as podiatrists by the Texas State Board of Podiatric Medical Examiners; and (2) Professionals, other than physicians, engaged in related mental health fields such as psychology, clinical social work, licensed professional counseling, and licensed marriage and family therapy. The state agencies exercising regulatory control over professions to which these joint practice provisions apply continue to exercise regulatory authority over their respective licenses.
Article 6--Management: A professional association is governed and managed by a board of directors or an executive committee. The members of the board or committee must be licensed members of the association. The names and addresses of the members of the board or committee and their addresses are to be stated in Article 6 even if the information is the same information listed in Article 3 of this form.
Supplemental Provisions: Additional space has been provided for additional text to an article or to provide for additional articles to contain optional provisions.
Execution: The articles of association must be signed by each individual member listed in Article 3 of the articles of association. The failure of a member to sign the articles of association or the failure to identify the signing member as one of the original members of the association will cause the document to be rejected. residency requirements for an incorporator.