Tex. Bus. Orgs. Code § 3.005 · Subchapter A. FORMATION, EXISTENCE, AND CERTIFICATE OF FORMATION
CERTIFICATE OF FORMATION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(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.
Notes and commentary — not statutory text
History
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.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.3.htm
- Text hash
- sha256 1cb131ef417021f9684d51868b9ede226786cbc5a1a9aad8cc0ed0faef66f475
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Cited by 11 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 3.005. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 3.001FORMATION AND EXISTENCE OF FILING ENTITIES.Printed as Sections 3.003, 3.004, and 3.005
- Tex. Bus. Orgs. Code § 3.007SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF FOR-PROFIT OR PROFESSIONAL CORPORATION.Printed as Section 3.005 | Section 3.005(a)(2) | Section 3.005(a)(3)
- Tex. Bus. Orgs. Code § 3.009SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF NONPROFIT CORPORATION.Printed as Section 3.005
- Tex. Bus. Orgs. Code § 3.010SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY.Printed as Section 3.005
- Tex. Bus. Orgs. Code § 3.011SUPPLEMENTAL PROVISIONS REGARDING CERTIFICATE OF FORMATION OF LIMITED PARTNERSHIP.Printed as Section 3.005
- Tex. Bus. Orgs. Code § 3.012SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF REAL ESTATE INVESTMENT TRUST.Printed as Section 3.005
- Tex. Bus. Orgs. Code § 3.013SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF COOPERATIVE ASSOCIATION.Printed as Section 3.005
- Tex. Bus. Orgs. Code § 3.014SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF PROFESSIONAL ENTITY.Printed as Section 3.005
- Tex. Bus. Orgs. Code § 3.015SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF PROFESSIONAL ASSOCIATION.Printed as Sections 3.005 and 3.014
- Tex. Bus. Orgs. Code § 23.053PURPOSES.Printed as Section 3.005(a)(3)
- Tex. Bus. Orgs. Code § 101.051CERTAIN PROVISIONS CONTAINED IN CERTIFICATE OF FORMATION.Printed as Section 3.005(b)
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.