2023 Texas Statutes
Business Organizations Code
Title 1 - General Provisions
Chapter 3 - Formation and Governance
Subchapter A. Formation, Existence, and Certificate of Formation
Section 3.005. Certificate of Formation
Sec. 3.005. CERTIFICATE OF FORMATION. (a) The certificate of formation must state:
(1) the name of the filing entity being formed;
(2) the type of filing entity being formed;
(3) for filing entities other than limited partnerships, the purpose or purposes for which the filing entity is formed, which may be stated to be or include any lawful purpose for that type of entity;
(4) for filing entities other than limited partnerships, the period of duration, if the entity is not formed to exist perpetually and is intended to have a specific period of duration;
(5) the street address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office;
(6) the initial mailing address of the filing entity;
(7) the name and address of each:
(A) organizer for the filing entity, unless the entity is formed under a plan of conversion or merger;
(B) general partner, if the filing entity is a limited partnership; or
(C) trust manager, if the filing entity is a real estate investment trust;
(8) if the filing entity is formed under a plan of conversion or merger, a statement to that effect and, if formed under a plan of conversion, the name, address, date of formation, prior form of organization, and jurisdiction of formation of the converting entity; and
(9) any other information required by this code to be included in the certificate of formation for the filing entity.
(b) The certificate of formation may contain other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the filing entity.
(c) Except as provided by Section 3.004, Chapter 4 governs the signing and filing of a certificate of formation for a domestic entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 9, eff. September 1, 2007.
Acts 2021, 87th Leg., R.S., Ch. 894 (H.B. 3131), Sec. 1, eff. January 1, 2022.
