How to Form a Texas LLC
While there are several options for business structures, the limited liability company (LLC) is a popular choice for new businesses. An LLC is like a hybrid of a corporation and a sole proprietorship and has most of the benefits each of those business types has to offer. The steps to start an LLC depend on state law, but all states require that you file paperwork with the appropriate government agency.
Steps to Forming a Texas LLC
Name Your LLC
You'll need to come up with a name for your LLC that both attracts potential customers to your business and complies with the state laws of Texas. Start with a brainstorming session and create a list of several business names you like. You'll want to have a list of several potential names because a name or two on your list might not be available.
Under the laws of Texas, the name you choose for your LLC must be distinguishable from the other names already registered or reserved with the state. This means your LLC name can't be the same as or similar to a business name that's already on record. You'll need to do a name search to check for name availability.
Also, note that your Texas LLC name must include one of the following phrases or an abbreviation: "limited liability company" or "limited company". Don't use any restricted words (such as "bank" or "attorney") unless you have the required licenses or approvals. Don't use any words or phrases that would lead the public to confuse your organization with a governmental agency.
Get a Registered Agent
Texas LLCs must have a registered agent to accept legal documents on behalf of the company if it's sued. Your Texas registered agent could be a person who's a resident of the state of Texas or a business entity that's authorized to do business in the state of Texas. Although an officer, owner, or employee may serve as an entity's registered agent, an entity may not serve as its own registered agent.
Either way, you'll need to ensure that your appointed registered agent can handle service of process during regular business hours and has a physical street address. P.O. Boxes aren't acceptable as registered agent addresses. Many business owners use a professional service as their registered agent to ensure receipt of service of process.
File Your Certificate of Formation
While other states require articles of organization, Texas uses a certificate of formation. Filing your LLC certificate of formation with the Texas Secretary of State is crucial because it creates the LLC. Once you're ready to file, you can decide if you'd like to file online or by mail. The filing fee for a Texas certificate of formation is $300, and you'll need to include the following in your filing:
- LLC name
- Registered agent name and address
- Whether the LLC is member-managed or manager-managed
- Effective date
- Organizer(s) name and address
- Purpose of your organization
Draft an Operating Agreement
An LLC operating agreement is an essential internal document that outlines how your LLC will be governed. Without an operating agreement, Texas state laws could apply in the event of a dispute or conflict within the organization.
LLC operating agreements tend to cover ownership, rights and responsibilities of the members, voting powers, dissolution, admission of new members, and liabilities. You should have an operating agreement that addresses these topics, even though you don't have to file it with the state.
Get an EIN
An EIN (Employer Identification Number) or Tax ID number is a number assigned to business entities by the IRS (Internal Revenue Service). It's like a Social Security Number but for your business. You'll likely need this number to open a business bank account or hire your employees. Get one for free online at the IRS website.
Set Up Business and Tax Accounts
LLC owners need to keep their business and personal funds separate. If you don't keep your business funds separate from your personal funds, you could lose your personal liability protection. For this reason, you need to get a business bank account and a business credit card or debit card as soon as possible. It'll also make tax preparation and accounting easier. You may also be required to set up state tax accounts for your LLC with the Texas Comptroller of Public Accounts.
Business owners in Texas register, report, file, and pay taxes through the Texas Comptroller of Public Accounts. You can set up an electronic account on their website to make managing your business taxes more convenient.
State Business Tax
Your LLC may have to pay the state's franchise tax for the privilege of doing business in Texas. Newly registered LLCs should complete the franchise tax accountability questionnaire to set up a franchise tax account and establish your tax responsibility beginning date.
State Employer Tax
Texas does not have a state income tax. If your LLC has employees who work in Texas, you don't have to withhold state income tax on their wages but still need to deduct federal income tax for those employees.
Sales and Use Tax
If your LLC engages in retail sales, leases and rentals of goods, or certain services, it will likely be subject to the 6.25% state sales and use tax. Cities, counties, and some districts can also impose a local 2% sales and use tax.
Business Licenses and Permits
Texas does not have a general business license requirement. Your LLC's certificate of formation received upon approval from the Texas Secretary of State is sufficient. If you sell or lease tangible personal property, you must apply for a Texas sales tax permit. Your LLC may need to obtain specific permits to operate depending on its location and business activities. The Texas Business Permit Office provides a guide containing information on permits required for specific business enterprises.
Registration in Other States
If you want to do business in another state, you will likely have to apply to do business as a foreign LLC. You may need to show a certificate of good standing as part of the application process. This can be obtained from the Texas Secretary of State.
Texas LLCs are not required to file an annual report, however they must file an annual franchise report with the Texas Comptroller of Public Affairs. They also must file a Public Information Report.