Changes to Practice Notes—May 2026
Chapter 2Choice of Entity
§ 2.1Note on Personal Liability
Commentary added discussing liability from the corporate veil being pierced.
§ 2.3Limited Liability Companies (LLCs)
Commentary added further discussing liability for LLC members, on how ownership interest in LLCs may be shown, on the formal requirements for forming an LLC, and on the flexibility of LLC operating agreements.
§ 2.4C and S Corporations
Commentary added discussing liability and limited exceptions to liability for corporate shareholders, and on the formal requirements of forming a C or S Corporation.
§ 2.5Public Benefit Corporations (PBCs)
Commentary added discussing liability and limited exceptions to liability for shareholders.
§ 2.6:1General Partnerships
Commentary added discussing joint and several liability for partners, and on the formal requirements of forming a general partnership, and on the benefits and drawbacks of general partnerships.
§ 2.6:2Limited Partnerships (LPs)
Commentary added discussing liability in a limited partnership, and on the formal requirements of forming a limited partnership.
§ 2.6:3Limited Liability Partnerships (LLPs)
Commentary added discussing liability through piercing the corporate veil.
§ 2.7:1Professional Corporations (PCs)
Commentary added providing examples of professions qualified for professional corporation formation.
§ 2.7:2Professional Limited Liability Companies (PLLCs)
Commentary added providing examples of professions qualified for professional limited liability companies.
§ 2.7:3Professional Associations (PAs)
Commentary added providing examples of professions qualified for professional association entity formation.
§ 2.8Nonprofit Corporations
Commentary added discussing nonprofit corporate ownership and management, and on liability for an officer or director of a nonprofit corporation.
Chapter 3Unincorporated Entities
§ 3.3Partnership
Commentary updated to note that general partnerships are subject to joint and several liability for obligations and debts of the partnership.
§ 3.4Joint Venture
Commentary updated to note joint ventures are treated as general partnerships and thus carry the same liability.
Chapter 5Postformation Considerations
§ 5.3:5Issues Faced by Involuntarily Terminated or Forfeited Entity
Commentary lightly updated to provide examples.
Chapter 6Partnerships
§ 6.1General Partnerships
Commentary updated to note partners are jointly and severally liable for obligations, debts, and acts of the partnership.
§ 6.5Miscellaneous Liability Concerns
This section is new and discusses liability concerns for limited liability partnerships. Subsequent sections were renumbered accordingly.
Chapter 7LLC Formation
§ 7.2Formation Process Overview
Commentary updated for required information updated in the formation process overview.
§ 7.3:8Name Reservations
Commentary updated discussing the time period of validity for a name reservation.
§ 7.6Governing Authority
Commentary and practice note added discussing member-managed and manager-managed LLCs.
Chapter 8LLC Maintenance
§ 8.4:2Failure to File Franchise Tax Report
Commentary updated to note about liability for LLC members.
Chapter 10LLC Operating Agreements
§ 10.1Operating Agreements Overview
Commentary added discussing how the operating agreement can affect the governance of an LLC and topics that an LLC operating agreement should cover.
§ 10.2Consequences of Not Having Proper Operating Agreement
Practice note updated to state confidentiality clauses possibly should be added in the event an LLC should require a partnership agreement.
§ 10.3Management Roles
Commentary updated discussing the role of LLC managers.
Chapter 12Series LLCs
This chapter was completely rewritten and discusses different versions of series LLCs (registered series LLC, protected series LLC, and ordinary series LLC). The formation requirements of the types of series LLCs are discussed, as well as the powers and operations thereof. Liability for series LLC members is also discussed, along with the governance, management, and other formalities of series LLCs.
Chapter 20Nonprofit Corporations Overview
§ 20.1Nonprofit Corporation Formation (State Level)
First practice note updated to include a reference to IRS sample language for a nonprofit corporation’s certificate of formation. New practice note added further discussing the certificate of formation for a nonprofit corporation. Commentary added noting the lack of nonprofit corporate shareholder personal liability for the debts, obligations, or other liabilities the nonprofit corporation is subject to.
§ 20.2Federal Tax Exemption for Nonprofit Corporations
New practice note added discussing Internal Revenue Code § 501(c)(3). New commentary added discussing the requirements for Tax-Exempt Status under Internal Revenue Code § 501(c)(3) and to include suggested IRS language for a nonprofit corporation’s stated purpose. New practice tip added providing an additional resource for information on nonprofit corporation IRS compliance.
§ 20.3:2Management by Board of Directors
Commentary added discussing liability for Board of Directors of a nonprofit corporation under the Texas Business and Organizations Code §§ 22.221(b), 22.235(a), and 22.226(a).
§ 20.9Dissolution of Nonprofit Corporations
Practice note updated to provide a link to sample IRS language for the certification of formation.
§ 20.10Additional Resources
Added new links to relevant IRS resources specific to nonprofit corporations.
Chapter 24Trademarks and Service Marks
§ 24.3Registration of Marks
Commentary updated to note that trademark applications may now be filed online through the Secretary of State’s website.
§ 24.3:1Eligibility for Registration
This section is new and discusses the Texas Business and Commerce Code eligibility requirements for trademark registration in the state.
§ 24.3:2Application for Registration
This section is new and discusses the requirements for an application to register a trademark.
Chapter 26Family Offices
This chapter is new and discusses the purpose and structure of a family office for the ownership of a business entity in Texas.
Changes to Forms—May 2026
Chapter 12Series LLCs
Form 12-3Agreement and Declaration Establishing Series LLC
This form is new. The previous edition’s form 12-3 was renumbered to 12-4.
Chapter 26Family Offices
Form 26-1Family Office Operating Agreement
This form is new.