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The answers to our Frequently Asked Questions are provided for informational purposes and aren’t supposed to provide prison recommendation or to replacement for the recommendation of an lawyer. If you have got particular legal questions, seek advice from your attorney.
Limited liability partnerships (LLPs) and limited liabilitylimited partnerships (LLLPs)
Public Benefit Corporations
What kind of entity need to I shape?
Can I report a certificates of formation on line?
How do I form a minority-owned commercial enterprise?
Do you need to be a U.S.citizen or a U.S. resident to include and/or very own a business enterprise in Texas?
Can a person more youthful than 18 be a director, officer, or proprietor of a enterprise entity in Texas?
What is a registered agent? What are the agent’sduties? Where may additionally a registered workplace be placed? Can the Secretary of State bethe registered agent of a business enterprise, limited legal responsibility organisation, or limitedpartnership?
Do I need to publish a note before incorporating a business?
What are the differences between a company, alimited legal responsibility corporation (LLC), a restrained partnership (LP), a limitedliability partnership (LLP), and a limited legal responsibility limited partnership(LLLP)? What are the blessings of forming each of those entity types?
Am I required to shape a professional entity?
Who can form a expert association?
How do I form a “C” agency, an”S” organization, or a “501(c)(3)” organisation?
What is a near corporation? What are the advantages of forming a near organization?
Can one individual be the only shareholder, director, and officer of a corporation?
Does a organization have to trouble inventory? What is par price? How do you determine the par cost of the business enterprise’s inventory? Is there a minimal or most fee for company inventory?
What is the difference between a member and a supervisor of an LLC? Which have to I pick out on my certificates of formation?
Are there regulations on who may be an owner, governing man or woman, or officer of a Texas professional entity?
What kind of entity must I form?
The Office of the Secretary of State cannot help you determine the nice entity type in your specific commercial enterprise desires. We have provided widespread records approximately styles of Texas business corporations on our Selecting a Business Structure page. For personalised help, you should seek advice from your non-public attorney.
Can I record a certificate of formation on-line?
Yes. Certificates of formation can be filed online via SOSDirect 24 hours an afternoon, 7 days per week.
How do I form a minority-owned commercial enterprise?
For information on certifying a “historically underutilizedbusiness,” please touch the Texas Comptroller ofPublic Accounts at (888) 863-5881 or (512) 463-5872. The Texas BusinessOrganizations Code does now not cope with the formation of minority-owned corporations.
Do you have to be a U.S. citizen, U.S. resident, or a Texas resident to shape and/or personal a business entity in Texas?
No. Texaslaw does no longer restrict who can form or have an possession interest in a businessentity, aside from requiring the organizer to be someone capable of enteringinto a contract. An entity may impose residency or citizenship necessities inits certificate of formation or different governing documents, if favored. For facts on restrictions that could observe to the entity you arecreating, consult your lawyer or the IRS.
Can a person younger than 18 be a director, officer, or owner of a business entity in Texas?
The Texas Business Organizations Code does now not impose anyage requirements on who can be an proprietor, officer, or director in a businessentity. An entity may also impose necessities in its certificates of formation orother governing files, if preferred. Other legal guidelines would possibly impose regulations,and there can be troubles associated with a minor’s capacity to settlement or to be anowner of an entity with a liquor license. For records onrestrictions that could follow to the entity you are growing, consult yourattorney or the IRS.
What is a registered agent? What are the agent’s responsibilities? Where may additionally a registered office be placed? Can the secretary of kingdom be the registered agent of a company, restricted legal responsibility organisation, or limited partnership?
A registered agent is an individual Texas resident or adomestic entity, or a overseas entity that has certified or registered totransact commercial enterprise in Texas who’s responsible for receiving and forwarding serviceof procedure or respectable notices addressed to an entity. Effective on January 1, 2010, someone who isappointed or exact as an entity’s registered agent should have consented ina written or electronic shape to serve as the registered agent of the entity.
An entity’s registered office have to be a bodily deal with in Texas wherein the registered agent may be individually served with system during business hours. It can’t completely be the address of a mailbox carrier or smartphone answeringservice.
The secretary of state can not serve as an entity’s registered agent.
For more information, please see our Registered Agent FAQs.
Do I want to post a word before incorporating a commercial enterprise?
No. The requirement that an present unincorporated businessintending to comprise without a change in its call post its rationale to contain in the local newspaper for 4 consecutive weeks changed into repealed in2003.
What are the variations among a corporation, a constrained liability business enterprise (LLC), a constrained partnership (LP), a limited liability partnership (LLP), and a restrained liability confined partnership (LLLP)? What are the benefits of forming every of these entity kinds?
Corporations, LLCs, and LPs are shaped via filing a certificates of formation with the secretary of nation. Corporations are owned via shareholders, controlled through a board of directors, and administered by using officers. LLCs are owned by individuals and controlled by means of contributors, managers, or each. An LP is a partnership of 1 or more confined companions and one or more trendy partners.For more information, see Selecting a Business Structure.
A confined legal responsibility partnership (LLP) is both a pre-existing preferred partnership or a pre-current confined partnership (LP) that takes the additional and totally elective step of registering with the secretary of state as an LLP. Tex. Bus. Orgs. Code §§152.801 et seq. and 153.351 et seq. Filing an application for registration of an LLP does no longer create a partnership or some other entity. Instead, an LLP is merely an non-compulsory registration this is made through an underlying, pre-existing partnership.
Each of those entity systems shields its proprietors from private liability for the money owed and duties of the entity and can offer tax advantages that are not available to sole proprietorships and general partnerships. Each of those entities should additionally pay Texas franchise taxes.
The secretary of nation can not determine which entity might be nice for any character state of affairs. A private legal professional can assist with that determination.
Am I required to form a professional entity?
If you want to arrange your entity as a employer or LLCand you will be appearing expert offerings, then you will be required to form as a expert entity. Partnerships aren’t problem to the identical regulations on performing professional services.
The secretary of state has created a guide for figuring out permissible entity types (PDF). Please be aware however, that the manual isn’t asubstitute for the recommendation of a private lawyer and is subject to changewithout observe at any time.
Who can form a expert affiliation?
Professional institutions can simplest be fashioned through (1) medical doctors of medicine, (2) medical doctors of osteopathy, (3) podiatrists, (four) intellectual fitness professionals (together with psychologists, family therapists, and licensed professional counselors),(five) optometrists, (6) healing optometrists, (7) chiropractors, (8) dentists, or (nine) veterinarians. BOC § 301.003.