A certificate of fact - status provides a statement of an entity's status, as well as the entity's current legal name and date of formation or registration. Note: The “LLC filing fee” (the fee to create a Texas LLC) is the same thing as the “Certificate of Formation fee”.
Company Agreement –must also contain a statement to the effect of the limitations Each series or cell has the characteristics of an independent LLC under the umbrella of the parent/master LLC (aka Series LLC). Recently, I reviewed a certificate of formation for a Texas series LLC on the Texas Secretary of State’s website that failed to include the notice of limitation required by §101.602(b)(3) of the Texas Business Organizations Code. The key to creating a protected series LLC in Texas is drafting a legally correct Certificate of Formation and Operating Agreement. The Certificate of Formation is the document, that once approved by the Secretary of State’s office, creates your Texas LLC. Title 1, chapter 3, subchapter A of the BOC governs the formation of an LLC and sets forth the provisions required or permitted to be contained in the certificate of formation. A "certificate of fact - status" is a certificate issued by the Secretary of State that serves as official evidence of an entity's existence or authority to transact business in Texas. The difference between a standard LLC and series LLC is that the language used in the company agreement and certificate of formation for series LLC allows for the creations of sub LLCs, also called series, within the main company. If each or any series of the LLC conducts business under a name other than the name of the LLC, the LLC must file an assumed name certificate for the name of the series in compliance with chapter 71 of the Texas Business & Commerce Code. This can be done online or by mail.

distinct type of entity. Formation of a Texas Series LLC. To register your series LLC, you will need to file the Certificate of Formation with the Secretary of State. The Texas Series LLC. An LLC is governed by title 3, chapter 101 of the Texas Business Organizations Code (BOC). A series LLC Texas is a variant of a traditional limited liability company (LLC) that has been authorized for use in this state. In July 2009 I wrote this post about Texas’ adoption of the series limited liability company. The owners of an LLC are called “ members. Texas Business Organizations Code 101.602(a)(1)‐(2) Certificate of Formation ‐must contain a statement to the effect of the limitations on liability provided for in Section 101.602(a).


The primary difference between the two is that the Series LLC incorporates special language into the Certificate of Formation and the Company Agreement that unlocks the ability to create an unlimited number of "series" or cells within the framework of a single LLC. A Texas Series LLC is a limited liability company (LLC) that has the ability to create one or more sub-series within a single LLC structure. Step 3: File the Certificate of Formation.