For mail filing: Texas LLC approval time is 7-10 business days if you file by mail. Here, we have focused on issues related specifically to a series of a Texas Series LLC. Enter their name and address and click “Update” to save. Those Series LLC limitations are as follows: Although many states allow for the formation of Series LLC, few still do not. Hi Jose, no, that doesn’t mean you are both Members. All right, let’s get started. What if you have more than three governing persons who are member-managers of the LLC? This is a resolution that authorizes an agent to open a bank account on behalf of the LLC. I submitted the filing form after 6 p.m. central time and received my official Certificate of Filing via email attachment the next afternoon around 3:30 pm central time. Then include an additional piece of paper with the additional Governing Persons’ information. A total of eight states now have series LLC statutes: Delaware, Texas, Illinois2, Iowa3, Nevada4, Oklahoma5, Tennessee6and Utah7. September 1, 2009. One can think of these Series as miniature companies within the main LLC. Then you list their address in Section C. I’m just going to go through both examples real quick. I just filed an application for the formation of an LLC in Texas. Hey Hector, you’re very welcome. Do I need a new one or can I use the one I have? For SB 1049 purposes I would need to be 100% member (owner) of the LLC. The termination of the series does not affect the limitation on liabilities of the series. Note: Most filers are entering individual people as Members/Managers. You will find a filing fee amount, accepted forms of payment, and the address where to send your Certificate of Formation to below this video. It needs to be a real street address in Texas. We have four. If you need to make any changes, click “Edit Filing” at the top. Then click “Add Manager/Member” to begin adding your LLC Member(s)/Manager(s). In the menu, click “Business Organizations”. Protect your personal assets from business debts & liabilities. You can see here “the limited liability company will not have managers”. where it will be difficult to keep clear records for each separate series, especially in connection with the ownership of assets (i.e. Hey Pearl, you’re very welcome! Each series within a Texas Series LLC may (1) own assets (real estate and personal property), (2) borrow money, (3) incorporate different ownership and/or management structures, (4) have different business purposes, (5) sue and be sued, etc. The state doesn’t need anything fancy. In our experience, it usually arrives in 5-15 minutes. Again, remember, if you’re a single member, just going to have someone in “Governing Person 1”, or if you’re Multi-member, you’re going to list out all those members in the boxes. Preliminary Name Check; If we receive your information by 2:00 pm Central, we will prepare and file your Certificate of Formation on the same day. Another thing to make an important note of is the top. Does this mean that it is officially approved or just that it is officially filed? You can also file by fax or walk-in, but we’ll focus on the first two methods since they’re the most common. I’m going to go ahead and check off “A”, and I’m going to list their name on this field here. Proving compliance will likely require a hearing along with the disclosure of records/financials (which will feel very intrusive especially when handing over to an adversary). Sec. Note: The “LLC filing fee” (the fee to create a Texas LLC) is the same thing as the “Certificate of Formation fee”. The state of Texas charges a $300 fee to file and start an LLC. A series organization generally is an entity for local law purposes. If you have multiple members, again you’re going to list their names and their addresses in “Governing Person 2” and the box for “Governing Person 3”. You can use one if you’d like, or you can leave it out if you prefer. Is a Series LLC right for me or my business? Section 101.602(b)(3) provides that the liability protection benefits of Texas series LLCs is forfeited if the LLC’s certificate of formation does not contain a notice of the limitation of liability provided by the Texas series LLC law. Upon formation, or by amendment, the Certificate of Formation must contain a notice of the existence of a Series LLC, by setting forth a notice of the limitations (internal) caused by the segregation of the assets in the Series LLC, as specified in Section 101.602(a). you can see the Certificate of Formation being completed. Another issue that has not yet been resolved is whether each series must have a separate EIN. If you select “The limited liability company will have managers“, then you’ll only list the Manager(s). Make sure to include the designator. where some series will be engaged in for-profit activities while other series will be engaged in not-for-profit activities. It was easy and simple. What is a Texas Series LLC? 101.609. (a) ... the members associated with the series, if the company's certificate of formation states that the company will not have managers. We will review the database of the Secretary of State to see if the name you desire is already taken. Regarding the date, you can type the date out, or write the date out, you know, such as February 15th, and then the year, or you can write “2/15/the year”. If you’re moving to Florida, I would consider forming the LLC in Florida, then registering as a Foreign LLC in Texas. Even we don’t have a operating agreement or a bank account till now. A Limited Liability Company is a hybrid between a corporation and a partnership. If you do fill it out by hand, make sure that you use a blue or black ink. Do I need a new EIN if I change from Sole Proprietor to LLC? After I do these few steps I’m really worried do I need a lawyer right away ? Thanks for this amazing free content! If each series is based out of the same office and the various assets are used by multiple series). Such foreign LLCs can register and do business within these states. The Texas Series LLC is rapidly becoming a preferred vehicle for real estate investors, and Series LLCs make a lot of sense for several classes of investors. Go to the SOSDirect Login Page and login with your USER ID and password. Something to consider: If you don’t need your Texas LLC open in 2020, you can file the LLC now, but use a “delayed effective date” and have the LLC go into effect on January 1st 2021 (or later). That is $15. Many filers still choose to upload it as “extra proof” since the Secretary of State will file and index the form with your LLC’s filing history. If you want your LLC to go into existence once it’s received by the Secretary of State, don’t enter anything here. The LLC can be taxed as an S-Corp or C-Corp. 53 sec. I’m going to go down to page 4. You’re first going to select “A” or “B”, and then put an address in Section C. You’re going to select Section A if you used a Commercial Registered Agent. Texas LLC filing fee: $300 ($0 for veteran-owned LLC) Filing methods: You can form an LLC in Texas online or by mail. Now, if you’re forming your LLC in December and you don’t actually need to be doing business this month, it’s best to go ahead and date the document in January of the following year, because if you form your LLC and it’s approved in December, you actually have to file a tax return for that year and it’s a little bit more of a headache in terms of paperwork so, if you can wait a couple more weeks, we recommend going ahead and filing in January if it’s December the time you’re watching this video. Most Texas LLC attorneys will add the required information using the Supplemental … Then click “Continue”. What should I do? Each time I had a question, he answered it in full and was very patient with my questions. Hope that helps. Let’s say that I’ve hired Northwest Registered Agent as a Registered Agent for my LLC. During this 9 months we didn’t do any business operatings. Because Texas law does not require separate bank accounts for the various sub-series, it is tempting not to get separate EINs if a sub-series does not need a bank account and will not have employees. Liability Protection: If operated properly the debts, liabilities, obligations, and expenses incurred with respect to a particular series are enforceable only against the assets of that series, and are not enforceable against the assets of the LLC generally or any other series and vice versa.