Articles of Organization for a limited liability company (Texas)
This form is for Articles of Organization of a limited liability company in Texas. The form registers the name of the organization, registered agent and address, and the managers'/members' names and addresses. The form provided here is simply a sample of what the actual Form 205 looks like.
Articles of Organization
Pursuant to Article 1528n,
Texas Limited Liability Company Act
Form 205
Article 1 -Name
The name of the limited liability company is as set forth below:
___________________________
The name of the entity must contain the words "Limited Liability Company" or "Limited Company," or an accepted abbreviation of such terms. 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 Registered Office (Select and complete either A or B and complete C)
___ A. The initial registered agent is a corporation (cannot be company 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 - Management
A. ___ The limited liability company is to be managed by managers. The names and addresses of the initial managers are set forth below:
OR (Select either option A or option B; do not select both.)
B. ___ The limited liability company will not have managers. Management of the company is reserved to the members. The names and addresses of the initial members are set forth below:
Manager/Member Name and Address Information
MANAGER/MEMBER 1
LEGAL ENTITY: The manager/member is a legal entity named: ___________________________
INDIVIDUAL: The manager/member is an individual whose name is set forth below:
First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
ADDRESS OF MANAGER/MEMBER 1:
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
MANAGER/MEMBER 2
LEGAL ENTITY: The manager/member is a legal entity named: ___________________________
INDIVIDUAL: The manager/member is an individual whose name is set forth below:
First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
ADDRESS OF MANAGER/MEMBER 2:
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
MANAGER/MEMBER 3
LEGAL ENTITY: The manager/member is a legal entity named: ___________________________
INDIVIDUAL: The manager/member is an individual whose name is set forth below:
First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
ADDRESS OF MANAGER/MEMBER 3:
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Article 4 - Duration
The period of duration is perpetual.
Article 5 - Purpose
The purpose for which the company is organized is for the transaction of any and all lawful business for which limited liability companies may be organized.
Supplemental Provisions/Information
Organizer
The name and address of the organizer is set forth below.
Name ___________________________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Execution
The undersigned organizer signs these articles of organization subject to the penalty imposed by article 9.02 of the Texas Limited Liability Company Act, for the submission of a false or fraudulent document.
Signature of Organizer
___________________________
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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Form 205--General Information
(Articles of Organization)
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.
Commentary: The limited liability company [hereinafter LLC] is neither a corporation nor a partnership; rather, it is a distinct type of entity that shares the characteristics and powers of a corporation and a partnership. The owners of an LLC are called "members;" the provisions relating to the management of the affairs of the LLC are called "regulations." Members may be individuals, partnerships, corporations, and any other type of legal entity. Please note that under the provisions of the Texas Tax Code, a limited liability company is subject to state franchise tax.
Article 1--Name: Provide a name and organizational ending for the LLC. The name must include the words "Limited Liability Company" or "Limited Company" or the abbreviations "L.L.C.", "LLC", "LC," "L.C.," or "Ltd. Co." The word "Company" or the abbreviations "Co." or "Ltd." alone are unacceptable to satisfy the requirement that the name contain a designated ending. 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 email 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 incorporation 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 an individual resident of the state (Option B) or any of the following legal entities organized or qualified in Texas with a business address which is the registered office address: partnership, limited partnership, limited liability company, foreign limited liability company, trust, estate, corporation, custodian, trustee, executor, administrator, or any other legal or commercial entity, in its own or representative capacity. (Option A). The limited liability company however may not be designated to serve as its own registered agent. 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--Management: An LLC may be managed by a manager or managers, who need not be residents of the state or members of the LLC, unless required by the regulations. If the company is to be managed by managers, select Option A of Article 3 and provide the name and address of each manager is the space provided in Article 3. If the LLC is to be managed by its members, select option B of Article 3 and provide the name and address of each member in the space provided in Article 3. If a member is not an individual, provide the full name of the legal entity in the space provided for a legal entity name. Only one manager or member is required.
Article 5--Purpose: This form creates an LLC with the general purpose of conducting any lawful business. If you seek to form an LLC for the provision of a professional service that requires the issuance of a license, such as nursing, accounting, or engineering services, do not utilize this form. Provision of a professional service by an LLC is accomplished through the formation of a professional limited liability company or PLLC, which may be formed by utilizing Form 206.
Supplemental Provisions: Additional space has been provided for additional text to an article within this form, or to provide for additional articles to contain optional provisions.
Organizer: Only one organizer is required for the formation of an LLC; consequently, this form is drafted to identify only one organizer and to provide space for one signature. An organizer may be a natural person 18 years of age or older or any other "person" as defined by article 1.02A(4) of the Texas Limited Liability Company Act. There are no residency requirements for an organizer.