How to Register a Partnership or LLC in Texas

The requirements for registering a partnership or limited liability company (LLC) in Texas depend on the structure of the business entity. According to the Texas Secretary of State, there are no filing requirements in Texas for a general partnership, in which two or more persons associate to carry on a business for profit. In order to form a limited partnership, a limited liability partnership, or a limited liability company in Texas, you must file a Certificate of Formation.

You can file a Certificate of Formation online using the Texas Secretary of State SOSDirect system. A limited liability company files Form 205. The information you need to provide includes the name of the LLC, which must include the words “limited liability company”, “limited company”, or an abbreviation. You must indicate the registered agent and registered office. The registered agent can be a domestic or foreign legal entity registered to do business in Texas or an individual resident of the state.

You must indicate whether the LLC will have managers, and if so, you must include their names and addresses. If the LLC will not have managers, you have to indicate the names and addresses of each initial member. Other required information includes the purpose for which the LLC was formed and any supplemental provisions, and the name and address of the organizer of the LLC.

A limited partnership files Form 207. The information required is similar to that required for an LLC. The name of a limited partnership must include the words “limited”, “limited partnership” or an abbreviation. If the limited partnership is a limited liability partnership, the name must include “limited liability partnership”, “limited liability limited partnership” or an abbreviation.

The fee for filing a certificate of formation for an LLC is $300 and for a limited partnership, $750.

A professional limited liability company, formed for the purpose of providing any professional service that requires a license in Texas, is registered using Form 206, which can be filed online using SOSDirect. The fee is $300.

A professional association, formed by doctors or other health professionals must also register with the Texas Secretary of State. Form 204 for registering this type of association can also be filed online. The fee for this Certificate of Formation is $750.

If you are doing business under an assumed name, you have to file an assumed name certificate with the county in Texas where you maintain your business premises. On the Texas Secretary of State website you can find a list of the County Clerks with their addresses and phone numbers.

Out of state limited partnerships and LLCs must also register with the Texas Secretary of State in order to transact business in Texas. The forms are different, but most can be filed online. You can find the applicable forms under Business and Nonprofit Forms on the Texas Secretary of State website.

LLCs, limited partnerships, and professional associations are subject to the Texas State Franchise Tax. Single member LLCs that file as sole proprietorships for federal income tax purposes and general partnerships directly and soled owned by natural persons are not subject to franchise tax in Texas. You can find more information on which forms to file and how to file on the Texas Comptroller of Public Accounts website.

Sources:

Business and Nonprofit Forms, Texas Secretary of State

County Clerks, Texas Secretary of State

Form 204, Certificate of Formation – Professional Association

Form 206, Certificate of Formation – Professional Limited Liability Company

Form 205, Certificate of Formation – Limited Liability Company

Form 207, Certificate of Formation – Limited Partnership

Formation of Texas Entities FAQs, Texas Secretary of State

Selecting a Business Structure, Texas Secretary of State

SOSDirect, Texas Secretary of State

Texas Franchise Tax – Which Forms Should I File? Texas Comptroller of Public Accounts


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