Articles of Organization for a professional limited liability company (Texas)
This form is for Articles of Organization of a professional limited liability company in Texas. The form registers the name of the company, registered agent and address, and the managers' names and addresses. The form provided here is simply a sample of what the actual Form 206 looks like.
Articles of Organization
Pursuant to Article 1528n,
Texas Limited Liability Company Act
Article 1 - Name
The name of the limited liability company is as set forth below:
____________________________________
The name of the entity must contain the words "Professional Limited Liability 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 Office (Select and complete either A or B and complete C)
___ A. The initial registered agent is an organization (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 company is organized for the rendition of the professional service set forth below:
Supplemental Provisions/Information
Organizer
The name and address of the incorporator 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 incorporator
________________________________
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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Form 206--General Information
(Articles of Organization - Professional Limited Liability Company)
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--Organization Name: Provide an organizational name; the name of the professional limited liability company must include the words "Professional Limited Liability Company" or the abbreviations "PLLC" or "P.L.L.C." A professional limited liability company may not adopt a name that is contrary to the law or ethics regulating the practice of a professional service rendered through the professional limited liability company. 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 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 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 organization 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: If the company is to be managed by managers, a statement that the company is to be managed by managers and the names and addresses of the person or persons who will serve as managers. If the management of the company is reserved to the members, a statement that the company will not have managers and the names and addresses of its initial members. Only one manage or member is required. Please note that only a person duly licensed to perform the professional service to be rendered by the professional limited liability company may be an owner, member, or manager of the professional limited liability company.
Article 5--Purpose: The statement of purpose should be specific and not indicate that the professional limited liability company is organized for all lawful purposes under the Texas Limited Liability Company Act [TLLCA] or all lawful purposes under article 11.01 of the TLLCA.
Permissible Purposes: Generally, if the purpose of a limited liability company is to provide a professional service, it must be formed in accordance with Part Eleven of the TLLCA. Except as specifically provided by the TLLCA, a professional limited liability company may be organized only for the purpose of rendering one specific type of professional purpose. A "professional service" is defined as any type of personal service that requires that the person providing the service obtain a license, registration, or other legal authorization, prior to rendering that service. This includes the personal services rendered by an architect, attorney, certified public account, dentist, doctor, veterinarian, nurse, or insurance agent.
Permitted Multi-Practice PLLCs: The following professionals are permitted to jointly form and own a professional limited liability company 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.
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 a professional limited liability company. The organizer need not be licensed to render the professional service to be rendered by the company. 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. Only one organizer is required, but every person listed as an organizer must sign the document. City and state are a sufficient address for the organizer.