The following is a checklist for use when meeting with a client wishing to form an LLC. It covers the basic information needed to complete the certificate of formation and is a starting point for drafting the company agreement. However, additional information may be needed based on the particular LLC being formed.
Limited Liability Company Checklist
1.Name of the LLC:
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Note: Before June 1, 2018, the name a business entity seeks to use must not be the same as, deceptively similar to, or similar to the name an existing domestic or foreign filing entity uses or has registered or reserved. After that date, the name a filing entity seeks to use must be “distinguishable in the records of the secretary of state.” See Tex. Bus. Orgs. Code § 5.053; Acts 2017, 85th Leg., R.S., ch. 503, § 3 (H.B. 2856), eff. June 1, 2018. The name of the LLC must contain the phrase “limited liability company” or “limited company” or its abbreviation (“LLC” or “LC”). See Tex. Bus. Orgs. Code § 5.056(a). The name of the LLC may not contain any word or phrase that indicates or implies that the entity is engaged in a business that the entity is not authorized by law to pursue. See Tex. Bus. Orgs. Code § 5.052. Specifically, the name shall not contain the word “lotto” or “lottery” (see Tex. Bus. Orgs. Code § 5.061) or a name that reasonably implies that the entity is created by or for the benefit of war veterans, without approval (see Tex. Bus. Orgs. Code § 5.062). |
2.Will the LLC use an assumed name (d/b/a) (refer to Tex. Bus. Orgs. Code § 5.051):
3.Principal place of business of the LLC:
4.Duration of the LLC (if other than perpetual) (if the duration of the LLC is limited, such duration can be included in the “Supplemental Provisions/Information” section of the Certificate of Formation) (refer to Tex. Bus. Orgs. Code § 3.003):
5.Organizer (refer to Tex. Bus. Orgs. Code § 3.004):
6.Organizer address:
7.Members of the LLC and their addresses:
8.Membership interests to be owned by each member:
9.Managers and their addresses:
10.Registered agent and address (refer to Tex. Bus. Orgs. Code §§ 5.201, 5.2011, 5.206):
11.Effective date of filing the certificate of formation (if other than the filing date by the Texas secretary of state) (refer to Tex. Bus. Orgs. Code §§ 4.052–.055):
12.Purpose or purposes of the LLC:
13.Officers of the LLC:
14.Capital contributions of the members (can be cash, property, services, etc.):
15.Classes of members and their relative rights and duties:
16.Will allocations of profit and loss and distributions be made pursuant to membership interests or otherwise:
17.Preferred return for unreturned capital contributions, if applicable:
18.Specific management provisions (decisions requiring majority, supermajority, or unanimous member consent):
19.Manager compensation:
20.Restrictions on transfer of the membership interests:
21.Membership interest certificates needed:
22.Foreign qualification required:
23.Will the LLC have series (as set forth in Tex. Bus. Orgs. Code §§ 101.601–.622):