Fill and Sign the Texas Pllc 497327221 Form

Prepared by U.S. Legal Forms, Inc. Copyright - U.S. Legal Forms, Inc. PROFESSIONAL LIMITED LIABILITY COMPANY STATE OF TEXAS Control Number: TX-00PLLC The contents of this package are as follows: 1. Statutory Reference 2. Introduction & Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Sample Ledger and Certificate 9. Disclaimer PROFESSIONAL LIMITED LIABILITY COMPANY For State-Licensed Professionals FORMATION PACKAGE – TEXAS Electronic Version Statutory Reference Texas Business Organization Code – Effective January 1, 2006 http://www.statutes.legis.state.tx.us/Docs/BO/htm/BO.101.htm http://www.statutes.legis.state.tx.us/Docs/BO/htm/BO.3.htm note Sec. 3.014 Introduction & Law Summary A Texas professional limited liability company is controlled generally by the provisions of Texas Business Organization Code. Additionally, a P.L.L.C. organized for the practice of a profession is subject to the rules and regulations of the Texas Board or other entity governing the profession. In addition to the statutory requirements applicable to a "regular" LLC, the following additional conditions and limitations apply to a "professional" limited liability company: A "professional service" is any type of personal service that requires as a condition precedent to the rendering of the service the obtaining of a license, permit, certificate of registration, or other legal authorization. A "professional limited liability company" is a limited liability company that is organized under the Texas Business Organization Code for the sole and specific purpose of rendering professional service and that has as its members only professional individuals or professional entities. A "professional individual," is an individual who is licensed or otherwise authorized to render the same professional service as such professional limited liability company, either within Texas or in any other jurisdiction. A "professional entity" is a business entity that renders the same professional service as the professional limited liability company through partners, members, shareholders, managers, directors, associates, officers, employees, or agents who are professional individuals or professional entities. A professional limited liability company may adopt a name not contrary to the law or ethics regulating the practice of the professional service rendered through the professional limited liability company. The name of the limited liability company must contain the words "Professional Limited Liability Company" or the abbreviations "P.L.L.C." and must contain other words (if any) as may be required by its Texas Governing Board or entity. A person who is not a professional individual or professional entity may not be a member, manager, or officer of the professional limited liability company. A membership interest in the professional limited liability company may not be transferred to a person who is not a professional individual or professional entity. If a member, manager, or officer of a professional limited liability company ceases to be a professional individual or professional entity, the person shall sever all employment with the professional limited liability company and immediately terminate all financial interest in the company. The professional limited liability company must purchase or cause to be purchased from that person all membership interests owned by the person in the professional limited liability company, at a price and on terms as may be provided in the Certificate of Formation, the regulations, or any applicable agreement among the members and the professional limited liability company. If a person who is not a professional individual or a professional entity succeeds to the interest of a member of the professional limited liability company, the person holding the interest must immediately terminate all financial interest in the professional limited liability company, and the professional limited liability company must purchase or cause to be purchased from the person all membership interests owned by the person in the professional limited liability company, at a price and on terms as may be provided in the Certificate of Formation, the regulations, or any applicable agreement among the members and the professional limited liability company. A professional limited liability company may render professional service in Texas only through a member, manager, officer, employee, or agent who is either a professional individual licensed or otherwise authorized to render the professional service in this state; or a professional entity that renders the professional service in this state only through partners, members, shareholders, managers, directors, associates, officers, employees, or agents who are professional individuals or professional entities licensed or otherwise authorized to render the professional service in this state. A professional limited liability company may employ clerks, secretaries, bookkeepers, assistants, and other individuals who are not usually and ordinarily considered by custom and practice to be rendering professional service for which a license or other legal authorization is required. No part of the Texas Business Organization Code alters or affects the professional relationship between a person rendering a professional service and a person receiving the service, and a confidential relationship between those persons remains unchanged. The Code does not remove or diminish any rights at law that a person receiving professional service has against a person rendering the service for an error, an omission, negligence, incompetence, or malfeasance. A professional limited liability company, but not the other members, managers, officers, employees, or agents of such professional limited liability company (or their respective members, managers, officers, employees, or agents), is jointly and severally liable with a member, manager, officer, employee, or agent rendering professional service for an error, omission, negligence, incompetence, or malfeasance on the part of the member, manager, officer, employee, or agent when the member, manager, officer, employee, or agent is rendering professional service in the course of employment for the professional limited liability company. PRIOR TO FILING THE CERTIFICATE OF FORMATION FORMING A P.L.L.C. WHOSE PURPOSE IS TO ENGAGE IN A GIVEN PROFESSIONAL PRACTICE, YOU SHOULD CONFIRM WITH THE TEXAS BOARD OR OTHER GOVERNING ENTITY FOR YOUR PROFESSION THAT YOU ARE IN FULL COMPLIANCE WITH ALL APPLICABLE RULES AND REGULATIONS. * * * Forms List The following forms are available for download with this package.  TX-NAMERESV: Application for Reservation of Entity Name  TX-PLLC: Certificate of Formation  TX-PLLC-TL: Sample Transmittal Letter  TX-PLLC-1: Sample PLLC Company Agreement  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  TX-PLLC-NR: Sample Notices & Resolutions Instructions on using the forms are either included with the forms and/or found in the Steps to form PLLC section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to form PLLC Step 1: See FORM: TX-NAMERESV APPLICATION FOR RESERVATION OF NAME It is recommended that you reserve a P.L.L.C. name in order to assure that your Certificate of Formation are not rejected because the name you have selected is not available You may skip this step and go to Step 2, but if the name you have selected is not available, the Certificate of Formation will be rejected and returned to you. (1) The Application for Reservation of Entity Name should by typewritten or printed legibly in black ink. If instructions on the form supersede these instructions, follow the instructions on the form. (2) The name of a professional limited liability company may not be contrary to the law, regulations or ethics regulating the practice of the professional service rendered through the professional limited liability company. (3) The name of a professional limited liability company must contain the words "Professional Limited Liability Company" or the abbreviations "P.L.L.C.". (4) The proposed name of a P.L.L.C. cannot be the same as, deceptively similar to, or similar to (without a letter of consent) that of any existing domestic or foreign corporation, limited partnership, limited liability company or any name reservation or registration filed with the Texas Secretary of State. (5) You may reserve a P.L.L.C. name for a non-renewable 120-day period. (6) Check the box beside “Other” and write in “Domestic P.L.L.C.” (7) Enter the P.L.L.C. name you want to reserve. (8) Provide the name and address of the Applicant. (9) Have the Applicant date and sign the Application. (10) Name availability may be checked prior to submission by calling (512) 463- 5555. This is only a preliminary clearance and should not be relied upon as final approval of the name. The final decision regarding name availability will be made when the document is submitted for filing. (11) The filing fee to reserve a Limited Liability Company name is $40.00. (12) You must file the original and one exact copy of the Application for Reservation of Entity Name. Mail the original and one copy of the Application for Reservation of Entity Name along with the $40.00 filing fee (make check payable to the Texas Secretary of State) to: MAILING ADDRESS Secretary of State P.O. Box 13697 Austin, Texas 78711-3697 Step 2: See FORM: TX-PLLC CERTIFICATE OF FORMATION Once you have reserved the limited liability company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Certificate of Formation. The Certificate of Formation should by typewritten or printed legibly in black ink. Follow the instructions on the form. The filing fee is $300.00. File two singed originals of the Certificate of Formation. NOTE: A P.L.L.C. IS SUBJECT TO STATE FRANCHISE TAX. Contact the Comptroller of Public Accounts, Tax Assistance Section, Austin, Texas 78774- 0100, Telephone: 512-463-4600, for information about the State Franchise Tax. Step 3: Mail the two signed originals of the CERTIFICATE OF FORMATION, the $300.00 filing fee, plus any applicable expedite fee, (make check payable to Texas Secretary of State) to: MAILING ADDRESS Secretary of State P.O. Box 13697 Austin, Texas 78711-3697 A sample cover letter to send with the Certificate of Formation is included in this packet. See FORM: TX-PLLC-TL SAMPLE TRANSMITTAL LETTER Step 4: Complete an Company agreement. See FORM: TX-PLLC-1 SAMPLE COMPANY AGREEMENT Step 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS- SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 FEDERAL TAX ID APPLICATION AND INSTRUCIONS Step 6: Open a bank account and conduct business. Ongoing: Sample Notices and Resolutions are provided for your convenience. See FORM: TX-PLLC-NR SAMPLE NOTICES & RESOLUTIONS * * * Accessories U. S. Legal Forms, Inc. offers the following PLLC accessories: PLLC Seal: If you would like to order a PLLC seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your company name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed PLLC Membership Certificates: Preview Order for your state * * * SAMPLE OWNERSHIP LEDGER and SIMPLE MEMBERSHIP CERTIFICATE Ownership Ledger Name and Residence Address of PLLC Member Date of Transfer % Ownership Amount Paid Subsequen t Transfer Membership Certifcate No. ______ PROFESSIONAL LIMITED LIABILITY COMPANY- STATE OF TEXAS Percentage: ___ This Certifcate certifes that ____________________________, is a true and lawful owner of ____ percent ownership of ______________________________, a Texas Professional Limited Liability Company. Such ownership interest is only transferable in accordance with the Company agreement between the Members. This certifcate is issued by the Company by its duly authorized ofcers on this the ____ day of _________, 20___. __________________ ___________________ Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located here: http://www.uslegalforms.com/disclaimer.htm . To view, click on the link, or copy it into the address window of your web browser. If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund. * * * ~ Thank you for using USLF ~