Tuesday, March 31, 2009

'Legalizing' an LLC

Question: Once I have completed the ORGANIZING AGREEMENT, do I need to send it to the Texas Dept. of State to have it legalized? If so, what is the proceedure for doing this? Jim.
If I understand your question correctly, I think you have a misconception of the process. The document filed with the Texas Secretary of State's office that legally brings your LLC into being is called Certificate of Formation (in other states, it is called "Articles of Organization"). Here is a link to the Texas form. See the instructions at the front of this form. An LLC operating agreement is an agreement between the LLC members setting forth such matters as how to allocate profits and losses, duties of the members, procedure for withdrawal from the LLC, etc. It is not filed with the state. An LLC operating agreement is not required in Texas. See state survey on issue of whether operating agreement required. Hopefully I have pointed you in the right direction.


Curious in Mass said...

I am in Mass, and I know that all I need to do is file the Articles of Organization to form the LLC as a legal entity, but my question is concerning the timing of the signing of the Operating Agreement (OA).

The members of the LLC I'm trying to form would like to file with the Sec. of State the same morning they will be signing a lease so that their business address can be referenced in the Articles and the lease can be executed in the LLC's name. However, there are still a few issues that need to be worked out with respect to the OA. (We need to have a tax lawyer review it, etc.)

Does the OA need to be executed concurrently with the Articles of Org filing? Before? Soon after?

Or is it merely ideal/advisable to have them in place at the time of organization?

Thanks in advance!

jjray said...

To my knowledge, there is no requirement that the LLC operating agreement be executed concurrently with the filing of the LLC articles of organization. However, I would definitely have the operating agreement in place before you sign the lease, especially if the lease must be guaranteed or cosigned by the members. Further, I would not put money into the LLC until the OA is done. Take your time and get it done right. Don't let the other members rush you.