Fill and Sign the Fillable Online Form 205 General Information Certificate of

Form 205—General Information (Certificate of Formation—Limited Liability Company) The attached form is designed to meet minimal st atutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist. Commentary The limited liability company (hereinafter LLC) is neither a corporation nor a partnership; rather, it is a distinct type of entity. An LLC is governed by tit le 3, chapter 101 of the Texas Business Organizations Code (BOC). 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. The owners of an LLC are called “members. ” An LLC may have one or more members. Members may be individuals, partnerships, corporations, and any other type of legal entity. Taxes : LLCs are subject to a state franchise tax. Contact the Texas Comptroller of Public Accounts, Tax Assistance Section, Austin, Texas, 78774-0100, (512) 463-4600 or (800) 252-1381 for franchise tax information. For information relating to federal employer identification numbers, federal income tax filing requirements, tax publications, and forms call (800) 829-3676 or visit the Internal Revenue Service web site at www.irs.gov . Instructions for Form  Article 1—Entity Name and Type: Provide a company name and organizational designation. Under section 5.053 of the BOC, if the name chosen is the same as, deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any name reservation or registration filed with the secretary of state, the document cannot be filed. Th e administrative rules adopted for determining entity name availability (Texas Ad ministrative Code, title 1, part 4, chapter 79, subchapter C ) may be viewed at www.sos.state.tx.us/tac/index.shtml. If you wish th e secretary of state to provide a preliminary determination on name availability, you may call (512) 463-5555, dial 7-1-1 for relay services, or e-mail your name inquiry to corpinfo@sos.state.tx.us. A final determination cannot be made until the document is re ceived and processed by the secretary of state. Do not make financial expenditures or execute documents based on a preliminary clearance. Also note that the preclearance of a na me or the issuance of a certificate of formation under a name does not authorize the use of a name in violati on of another person’s rights to the name.  Article 2—Registered Agent and Registered Office: The registered agent can be either (option A) a domestic entity or a foreign enti ty that is registered to do business in Texas or (option B) an individual resident of the state. The limited liability company cannot act as its own registered agent; do not enter the limited liability company na me as the name of the registered agent. Consent : Effective January 1, 2010, a person designated as the registered agent of an entity must have consented, either in a written or electronic form, to serve as the registered agent of the entity. Although consent is required, a copy of the person’ s written or electronic consent need not be submitted with the certif icate of formation. The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names a person as the registered agent of an entity without that person’s consent. (BOC § 5.207) Form 205 1 Office Address Requirements: The registered office address must be located at a street address where service of process may be personally served on the entity’s registered agent during normal business hours. Although the regist ered office is not required to be the entity’s principal place of business, the registered office ma y not be solely a mailbox service or telephone answering service (BOC § 5.201).  Article 3—Governing Authority: The certificate of formation must state whether the LLC will or will not have managers. If the LLC will have ma nagers, select option A and provide the name and address of each initial manager in the space provided. If the LLC will not have managers, select option B and provide the name and address of each initial member of the LLC in the space provided. A minimum of one person is required . If the governing person is an individu al, set forth the name of the individual in the format specified. Do not use prefixes (e.g., Mr., Mrs., Ms.). Use the suffix box only for titles of lineage (e.g., Jr., Sr., III) and not for other suffixes or titles (e.g., M.D., Ph.D.). If the governing pers on is an organization, set forth the legal name of the organization. For each governing person, only one name should be entered. Do not include both the name of an indivi dual and the name of an organization. An address is always required for each governing person. Please note that a document on file w ith the secretary of state is a public record that is subject to public access and disclosure. When providing address inform ation for a manager or member, use a business or post office box address rather than a residence ad dress if privacy concerns are an issue.  Article 4—Purpose: An LLC may be formed for any lawf ul purpose or purposes not expressly prohibited under chapter 2 of title 1 or title 3 of the BOC. This form provides for the creation of an LLC with a general purpose. Please note that while the BOC allows a general purpose, other laws, including the Internal Revenue C ode, may require that the certificate of formation include more specific purposes or language as a basis for granting a license or tax-exempt or tax-deductible status. The additional space provided in the “Supplemental Provisions/Informa tion” section may be used to set forth a more specific purpose or purposes. This form cannot be used to engage in a licensed activity when such license cannot be issued to the LLC . To form a professional limited liability to provide a professional service use Form 206.  Supplemental Provisions/Information: Additional space has been provided for additional text to an article within this form or to provide for additional articles to c ontain optional provisions. Duration: Pursuant to section 3.003 of the BOC, a Texas LLC exis ts perpetually unless provided otherwise in the certificate of form ation. If formation of an LLC with a stated period of duration is desired, use the “Supplemental Provi sions/Information” section of this form to provide for a limited duration.  Organizer: Only one organizer is required for the form ation of an LLC. An organizer may be any person having the capacity to contract for the person or for another; that is, a natural person 18 years of age or older, or a corporati on or other legal entity. There are no residency requirements for an organizer.  Effectiveness of Filing: A certificate of formation becomes effe ctive when filed by the secretary of state (option A). However, pursu ant to sections 4.052 and 4.053 of the BOC the effectiveness of the instrument may be delayed to a date not more than ninety (90) days from the date the instrument is Form 205 2 signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a future event or fact, other than th e passage of time (option C). If option C is selected, you must state the manner in which the event or fact will cause the instrument to take effect and the date of the 90 th day after the date the instrument is signed. In orde r for the certificate to take effect under option C, the entity must, within ninety (90) days of the f iling of the certificate, file a statement with the secretary of state regarding the event or fact pursuant to section 4.055 of the BOC. On the filing of a document with a delayed effective date or condition, the computer records of the secretary of state will be changed to show the filing of the document, the date of the filing, and the future date on which the document will be effective or evidence that the effectiveness was conditioned on the occurrence of a future event or f act. In addition, at the time of such filing, the status of the entity will be shown as “in existence” on the records of the secretary of state.  Execution: The organizer must sign the certificate of form ation, but it does not need to be notarized. However, before signing, please read the statements on this form carefully. The designation or appointment of a person as registered agent by an organizer is an affirmation that the person named in the certificate of formation has c onsented to serve in that capacity. (BOC § 5.2011, effective January 1, 2010) A person commits an offense under sec tion 4.008 of the BOC if the person signs or directs the filing of a filing instrument the person knows is materially false with the intent that the instrument be delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the person’s intent is to harm or de fraud another, in which case the offense is a state jail felony.  Payment and Delivery Instructions: The filing fee for a certificate of formation for an LLC is $300. Fees may be paid by personal checks, money orders, LegalEase debi t cards, or American Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable through a U.S. bank or financial institution and made payable to the secr etary of state. Fees paid by credit card are subject to a stat utorily authorized convenience fee of 2.7 percent of the total fees. Revised 05/11 Submit the completed form in dupli cate along with the filing fee. The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax, credit card information must accompany the tran smission (Form 807). On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a file- stamped copy of the document, if a duplicate copy was provided as instructed.  FYI: An LLC is required to maintain a registered agent and a registered office address in Texas. If the registered agent or registered office address cha nges, it is important to file a statement with the secretary of state to effect a cha nge to the certificate of formation. Failure to maintain a registered agent and registered office may result in the involuntary termination of the LLC. Form 205 3 This space reserved for office use. Form 205 (Revised 05/11) Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $300 Certificate of Formation Limited Liability Company Article 1 – Entity Name and Type The filing entity being formed is a limited liability company. The name of the entity is: The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases. Article 2 – Registered Ag ent and Registered Office (See instructions. Select and complete either A or B and complete C.) A. The initial registered agent is an organization (cannot be entity named above) by the name of: OR B. The initial registered agent is an individual resident of the st ate whose name is set forth below: First Name M.I. Last Name Suffix C. The business address of the registered agent and the registered office address is: Street Address City State TX Zip Code Article 3—Governing Authority (Select and complete either A or B and provide the name and address of each governing person.) A. The limited liability comp any will have managers. The name and address of each initial manager are set forth below. B. The limited liability comp any will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below. GOVERNING PERSON 1 NAME (Enter the name of either an indivi dual or an organization, but not both.) IF INDIVIDUAL First Name M.I. Last Name Suffix OR IF ORGANIZATION Organization Name ADDRESS Street or Ma iling Address City State Country Zip Code Form 205 4 GOVERNING PERSON 2 NAME (Enter the name of either an individual or an organization, but not both.) IF INDIVIDUAL First Name M.I. Last Name Suffix OR IF ORGANIZATION Organization Name ADDRESS Street or Ma iling Address City State Country Zip Code GOVERNING PERSON 3 NAME (Enter the name of either an indivi dual or an organization, but not both.) IF INDIVIDUAL First Name M.I. Last Name Suffix OR IF ORGANIZATION Organization Name ADDRESS Street or Ma iling Address City State Country Zip Code Article 4 – Purpose The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organi zed under the Texas Business Organizations Code. Supplemental Provisions/Information Text Area: [The attached addendum, if any, is incorporated herein by reference.] Form 205 5 Organizer The name and address of the organizer: Name Street or Ma iling Address City State Zip Code Effectiveness of Filing (Select either A, B, or C.) A. This document becomes effective when the do cument is filed by the secretary of state. B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: C. This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90 th day after the date of signing is: The following event or fact will cause the documen t to take effect in the manner described below: Execution The undersigned affirms that the person designate d as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument. Date: Signature of organizer Printed or typed name of organizer Form 205 6