How to form an LLC in Texas
This Quick Start Guide is a brief overview of how to form an LLC in Texas.
Texas LLC costs:
State filing fee: $300
Annual franchise tax: $0 (for most LLCs)
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Choosing a Registered Agent for your Texas LLC
Before filing your Certificate of Formation (Form 205) with the Secretary of State, you need to choose a Registered Agent for your Texas LLC.
(We’ll discuss filing your Certificate of Formation in the next lesson.)
A Texas Registered Agent is a person or company who agrees to accept legal mail on behalf of your Texas LLC in case your business gets sued. This “legal mail” is known as Service of Process for your LLC.
The Texas Secretary of State will also use your Registered Agent’s address as your LLC’s point of contact for official notices sent to your business.
As per Section 5.201 of the Business Organizations Code, your LLC’s Registered Agent must have a physical street address located in Texas.
A Texas Registered Agent address (called the Registered Office) can’t be:
- a PO Box address
- a mailbox rental service or telephone answering service
Your Texas Registered Agent should also be available (generally speaking) during normal business hours (9am – 5pm) in case Service of Process arrives.
Service of Process includes the delivery of legal documents such as:
Special offer: If you hire Northwest to form your LLC ($39 + state fee), they’ll include their Registered Agent service free for the 1st year.
Why does my Texas LLC need a Registered Agent?
Your Texas LLC’s Registered Agent is a key component to how the court and legal systems work. By requiring all Texas LLCs to keep a Registered Agent on file with the state, the delivery of legal mail and court documents can be properly tracked.
This is similar to how ‘certified mail return receipt’ works, but in the legal world, this is how process servers (people delivering legal documents) create a record that something was delivered.
Can I be my own Registered Agent in Texas?
Yes, you can be your Texas LLC’s Registered Agent, as long as you have a street address located in the state.
You actually have 3 options when forming an LLC in Texas:
- You can be your LLC’s Registered Agent in Texas (Are there risks?)
- A friend or family member can be your LLC’s Registered Agent
- You can hire a Texas Registered Agent Service, also known as a Texas Commercial Registered Agent
Registered Agent Information is Public Record in Texas
While you do have the option to be your Texas LLC’s Registered Agent (or use a friend or family member), you may not want to have your address listed in public records.
The information you enter in your Certificate of Formation becomes public record with the Texas Secretary of State.
Not only is this information searchable by the public, but other websites download the state’s records and republish them on their website. Then things begin to multiply as other “public record websites” take that same information and list it on their website again (and the process repeats itself).
Pretty soon your address is listed on various websites and people can easily find it by doing a Google search.
There is a solution, though, if you’d like to keep your address off public records. We’ll discuss this below.
What’s the best Registered Agent option to choose?
Option #1 (You):
If you have a street address located in Texas, are available during business hours, and don’t mind your address being on public record, then you can be your LLC’s Registered Agent.
Option #2 (Friend or Family):
If you don’t have a street address located in Texas, but you have a friend or family member who does, they can be your LLC’s Registered Agent. They’ll need to be available during business hours and they shouldn’t mind having their address being listed on public record.
Option #3 (Registered Agent Service):
If you don’t have a street address in Texas (or you’d rather not use it for this purpose), you can hire a Registered Agent Service in Texas.
Texas Registered Agent Service
Note: The terms “Registered Agent Service” and “Commercial Registered Agent” mean the same thing. We will use them interchangeably.
A Texas Registered Agent Service specializes in receiving Service of Process (legal mail) on behalf of your LLC.
Most Registered Agent Services in Texas cost between $100 and $300 per year.
The Texas Registered Agent Company we recommend is Northwest Registered Agent ($125 per year).
Why we recommend Northwest Registered Agent
Northwest Registered Agent is our personal recommendation (and the service we use ourselves) because they’ve been in business for over 20 years, have great customer service, and they let you use their address in your entire LLC filing in order to keep your address off public records.
Keeping your address off public records with Northwest
Many filers in Texas start businesses from their home. For this reason, it’s important to know that all addresses that are listed in your LLC’s Certificate of Formation (Registered Agent address, Governing Person’s address, and Organizer’s address) get listed on public records.
If you were thinking of using your home address, but would rather keep it off public records, you can hire a Registered Agent that will allow you to use their address throughout your Certificate of Formation. Northwest Registered Agent offers this unique service at no additional cost. They offer Registered Agent services for $125 per year and they’ll let you use their address throughout your Certificate of Formation.
Any mail that is sent to your LLC will be scanned by them and uploaded into your online account.
Special discounted pricing for LLC University® readers
Northwest usually charges $100 + state fees to form an LLC. However, we’ve negotiated a discounted rate (60% off) for LLC University® readers.
Risks of being your own Registered Agent in Texas
As mentioned above, you can be your own Registered Agent in Texas.
Besides the address privacy we mentioned, there are other risks to being your own Registered Agent.
These risks are not extremely likely to occur, but if they do, you could lose your liability protection and the Texas Secretary of State has the power to administratively shut down your Texas LLC if you’re not in compliance with state laws.
This can happen if you don’t “continuously maintain” (keep) a Registered Agent on file, or if the Secretary of State can’t reach your LLC’s Registered Agent.
Additionally, if a process server (the person who delivers court documents and notices of lawsuits) can’t reach your Texas Registered Agent (or is unsuccessful in serving your LLC through the Secretary of State), a court case can proceed in your absence and you might not even know about it. Or worse, the court could enter a default judgment against your LLC if you aren’t there to defend yourself.
A few reasons a process server might not be able to reach your Texas LLC’s Registered Agent:
- you, your friend, or family member are not there during business hours
- you/they are on vacation or out of town
- you/they moved and you forgot to file a Change of Registered Agent with the Texas Secretary of State
Consent to Serve as Registered Agent (Form 401-A)
As per Section 5.2011 of the Business Organizations Code, the Registered Agent for your Texas LLC must agree to serve as the LLC Registered Agent by giving their consent in writing.
This can be done on Form 401-A.
While you can include Form 401-A with your LLC Certificate of Formation (the form that creates your LLC), this is not required.
Under the state’s rules, as long as you have a copy of Form 401-A on file with your LLC records, your LLC is in compliance.
Having said that, many filers do choose to submit their Consent to Serve as Registered Agent to the Secretary of State so it’s on file for “extra proof.” The Texas Secretary of State will file and index the form with your LLC’s filing history.
If you look on page 3 of the form, there are two sections where someone can sign.
If you or someone you know will be your LLC’s Registered Agent, you/they will enter your name and sign on the top half of the form.
If you decided to hire a Commercial Registered Agent, they will provide you this form (signed), and they will have completed the bottom half.
It’s also important to note that as per Sections 4.007 and 4.008, appointing a Registered Agent without their consent is a Class A misdemeanor. Class A misdemeanors can be punishable with up to a $4,000 fine, up to 1 year in jail, or both. Point being, don’t appoint someone you know as your Registered Agent unless they know what they’re doing and they agree to be your Registered Agent. The duties of a Texas Registered Agent are spelled out in Section 5.206.
Your LLC can’t be its own Registered Agent
There are a few states (very few) which allow an LLC to be its own Registered Agent.
Texas doesn’t allow an LLC to be its own Registered Agent.
While an LLC can appoint another company (which can be an LLC, Corporation, or any entity), the LLC can’t serve as its own agent.
Your LLC always needs to have a Registered Agent
If you or someone you know will be your LLC’s Registered Agent, and they move, you’ll need to file Form 401 to update/change your records with the Secretary of State. Alternatively, you can update this information via SOSDirect.
Please see “Can I change my Registered Agent” below.
If the Texas Secretary of State receives notice that your LLC no longer has a Registered Agent, they may terminate your LLC.
If I’m the Registered Agent, am I liable for the LLC?
No. As per Section 5.208, just because a person is the Registered Agent for an LLC, that in and of itself doesn’t mean they will be held responsible for the LLC’s debts, liabilities, or obligations.
Can I change my Registered Agent later?
Yes, you can change your Registered Agent at any time (and as many times as you need).
You can change your LLC’s Registered Agent at any time by:
The fee to change/update a Registered Agent in Texas is $15.
Next Step: Texas Certificate of Formation
Once you determine who will serve as your Texas LLC’s Registered Agent, you can then proceed to the next lesson: Texas LLC Certificate of Formation.
If you plan on hiring a Texas Registered Agent Service (a Commercial Registered Agent), please do so before going to the next step. You’ll need their address for your Certificate of Formation.
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Tax Code: Section 171.534
Secretary of State: Registered Agent
Secretary of State: Service of Process
Secretary of State: Registered Agent FAQs
Business Organizations Code: Section 5.201
Business Organizations Code: Section 5.2011
Business Organizations Code: Section 5.202
Business Organizations Code: Section 5.203
Business Organizations Code: Section 5.204
Business Organizations Code: Section 5.205
Business Organizations Code: Section 5.206
Business Organizations Code: Section 5.207
Business Organizations Code: Section 5.208
Form 401-A Consent to Service as Registered Agent
Secretary of State: FAQ for Persons Attempting Service of Process