Fill and Sign the Texas Texas Articles of Organization for Professional Limited Liability Company Pllc Form

Form 206—General Information (Certificate of Formation—Professional 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 professional limited liability company (hereinaft er PLLC) is a limited liability company that is formed for the purpose of providing a professional service. A “professional service” means any type of service that requires, as a conditio n precedent to the rendering of the service, the obtaining of a license in this state, including the persona l service rendered by a dentist, atto rney, physician, or veterinarian. A PLLC is governed by title 1, title 3, and chapte rs 301 and 304 of title 7 of the Texas Business Organizations Code (BOC). Title 1, chapter 3, subchapter A of the BOC governs the formation of a PLLC and sets forth the provisions required or permitted to be contained in the certificate of formation. Title 7, chapter 301 establishes certain restric tions and requirements regarding ownership and management of a PLLC. Only a professional indivi dual or professional organization may be an owner or manager of a PLLC. Only a professional individual may be an officer of a PLLC. A professional individual is an individual who is licensed to practice the same professional service as the PLLC. A professional organization is a person other than an individual th at renders the same professional service as the PLLC only through owners, members, manageri al officials, employees, or agents, each of whom is a professional individual or professional organization. Taxes : A PLLC is 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. Pursuant to section 5.060 of the BOC, the name of a professional entity must not be contrary to a statute or regulation that governs a person w ho provides a professional service through the professional entity, including a rule of professional ethics. Contact the state agency or examining Form 206 1 board exercising control over the profession to determine whether the name chosen complies with statutory and regulat ory requirements governing the profession. Form 206 2  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) 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 PLLC will or will not have managers. If the PLLC will have ma nagers, select option A and provide the name and address of each initial manager in the space provided. If the PLLC will not have managers, select option B and provide the name and address of each initial member of the PLLC in the space provided. A minimum of one person is required . NOTE: Only a professional individual or professional organization may be a manager or member of a PLLC. If the governing person is a professional individual, se t forth the name of the individual in the format specified. Do not use prefixes (e.g., Dr., Mr., Mrs., Ms.). Use the suffix box only for titles of lineage (e.g., Jr., Sr., III) and not for other suffixe s or titles (e.g., M.D., Ph.D.). If the governing person is a professional 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 individual 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: The certificate of formation of a PLLC must state the type of professional service to be provided by the professional entit y. Pursuant to section 2.004 of the BOC, a professional entity may engage in only one type of professional service, unless the entity is expressly authorized to provide more than one type of professional service under state law regulating the professional services. Joint Practice by C ertain Professionals: Pursuant to section 301.012 of the BOC, the following professionals are permitted to jointly form and ow n a PLLC to perform a professional service that falls within the scope of pr actice of those practitioners. Form 206 3 conditioned on the occurrence of a future event or fact. 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 a PLLC 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. 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: A PLLC is required to maintain a registered agen t 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 i nvoluntary termination of the professional entity. Revised 06/11 Form 206 4 Form 206 5 This space reserved for office use. Form 206 (Revised 06/11) 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 Professional Limited Liability Company Article 1 – Entity Name and Type The filing entity being formed is a professional limite d liability company. The name of the entity is: The name must contain the phrase “professional limited liabil ity company,” or an abbreviation of this phrase. Article 2 – Registered Agent 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 professional limited liability company will have managers. The name and address of each initial manager are set forth below. B. The professional limited liability compa ny 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 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 type of professional service to be provided by the professional enti\ ty is (use space provided below): Supplemental Provisions/Information Text Area: [The attached addendum, if any, is incorporated herein by reference.] Form 206 6 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 instrume nt 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 206 7