⚠️ Educational Information Only: This article provides general information about Texas registered agent requirements and LLC management structures, not legal advice. Requirements can change. This content is intended for general educational purposes and is not tailored to any individual or business. Consult a qualified Texas attorney for guidance specific to your situation.
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Every Texas LLC and corporation must designate a registered agent, and LLCs must specify their management structure. Understanding these requirements and options is essential for proper Certificate of Formation completion and ongoing compliance.
Understanding Registered Agents in Texas
What Is a Registered Agent?
A registered agent (also called a resident agent or statutory agent) is a person or entity designated to receive official legal documents and government correspondence on behalf of your business entity.
What registered agents receive:
- Service of process (lawsuits and legal notices)
- Official correspondence from Texas Secretary of State
- Tax notices from Texas Comptroller
- Regulatory compliance notices
- Other official government communications
Texas Registered Agent Requirements
Texas law imposes specific requirements for registered agents:
Must be:
- Individual: A Texas resident (individual person), OR
- Entity: A domestic or foreign entity authorized to transact business in Texas
Must have:
- Physical street address in Texas (P.O. boxes not accepted)
- Availability during normal business hours (typically 9 AM - 5 PM)
- Ability to receive physical delivery of documents
Cannot be:
- Someone without Texas physical address
- Entity not authorized to do business in Texas
- P.O. box or mail drop as sole address
Registered Agent Options
Option 1: Serve as Your Own Registered Agent
Requirements if you serve as your own agent:
- You must have a physical street address in Texas
- You must be available during business hours at that address
- Your personal address becomes public record
- You receive all legal documents directly
Commonly chosen when:
- You have a Texas business address where you're regularly present
- You don't mind your address being public
- You want to minimize formation costs
- You're comfortable receiving legal documents directly
Considerations:
- No additional cost
- Direct control over document receipt
- Must ensure someone is available during business hours
- Address privacy is lost
Option 2: Designate Another Individual
Who can serve:
- Business partner or co-owner with Texas address
- Employee with stable Texas location
- Family member or friend in Texas
- Attorney or accountant (if they agree)
Requirements:
- Individual must have Texas physical address
- Must obtain their written consent before designating them
- They must be available during business hours
- Clear understanding of responsibilities
Considerations:
- Typically no cost if using partner/employee
- Keeps your personal address off public record
- Requires ongoing availability of that person
- Complications if person moves or relationship changes
Option 3: Professional Registered Agent Service
What these services provide:
- Dedicated registered agent address in Texas
- Receipt and forwarding of all legal documents
- Digital scanning and notification of received documents
- Compliance monitoring and alerts
- Professional handling of service of process
Typical costs:
- $100-$300 per year for basic service
- Some include additional compliance services
- Prices vary by provider and features
Commonly chosen when:
- You don't have Texas business address
- You want address privacy
- You travel frequently or work remotely
- You want professional document handling
- You prefer digital notification of received documents
Changing Your Registered Agent
You can change your registered agent after formation by filing a Statement of Change with the Secretary of State. Common reasons for changes include:
- Moving to different Texas address
- Switching from self to professional service
- Original agent no longer available
- Wanting more privacy or professional handling
LLC Management Structure in Texas
Texas LLCs must choose between two management structures when filing the Certificate of Formation:
Member-Managed LLCs
How it works:
- All members (owners) participate in management decisions
- Members have authority to bind the LLC
- Each member can act on behalf of the LLC
- Decision-making typically by majority vote of members
- All members can sign contracts and agreements
Commonly chosen when:
- Small LLC with all members actively involved
- 2-5 members who all want management participation
- Simple business operations
- All members have similar roles and responsibilities
- Members prefer equal management authority
Considerations:
- Simpler structure with fewer formalities
- All members have binding authority (can create liability)
- May slow decision-making if members disagree
- Works well when all members are active and involved
Manager-Managed LLCs
How it works:
- One or more designated managers handle day-to-day operations
- Only managers have authority to bind the LLC
- Members retain ownership but delegate management
- Managers can be members or non-members
- Members vote on major decisions; managers handle operations
Commonly chosen when:
- LLC has passive investors who don't want management role
- Some members active, others passive
- Professional management desired
- Multiple members but centralized decision-making preferred
- Clear separation between ownership and management wanted
Considerations:
- Clearer authority structure
- Passive members protected from binding authority
- Requires identification of managers
- More formal management structure
Member-Managed vs. Manager-Managed Comparison
| Aspect | Member-Managed | Manager-Managed |
|---|---|---|
| Who Manages | All members | Designated manager(s) |
| Binding Authority | Each member can bind LLC | Only managers can bind LLC |
| Decision Making | All members participate | Managers make operational decisions |
| Best For | Small, active member groups | Passive investors or larger groups |
| Complexity | Simpler | More structured |
| Member Roles | All members active | Can have passive members |
Can Management Structure Be Changed Later?
Yes. Texas LLCs can change their management structure after formation by:
- Amending the operating agreement (if allowed by agreement)
- Filing a certificate of amendment with Secretary of State
- Common when business needs evolve
Practical Considerations
For Single-Member LLCs
Single-member LLCs can be either member-managed or manager-managed:
- Member-managed: Owner manages directly (most common)
- Manager-managed: Owner designates themselves as manager, or hires professional manager
- Choice may affect how third parties view authority
For Multi-Member LLCs
Consider these factors:
- Will all members be actively involved or are some passive investors?
- Do you want all members to have binding authority?
- How will decisions be made?
- Do you need professional management?
- How will you handle disagreements?
Impact on Third Parties
Your management selection affects how banks, vendors, and others interact with your LLC:
- Member-managed: Any member can typically sign contracts and open accounts
- Manager-managed: Third parties should verify manager authority; members may not have authority
- Operating agreement can modify default rules
Important Legal Disclaimer: This article provides general educational information about Texas registered agent requirements and LLC management structures and is not legal advice. Requirements and options for registered agents and management structures are subject to change. Individual business needs vary significantly. The selection of registered agent and management structure involves legal considerations specific to your business situation, ownership structure, and operational needs. While this article provides general information, many business owners benefit from consulting with qualified Texas attorneys for guidance on appropriate registered agent selection, management structure choice, and operating agreement provisions. Always verify current requirements on the Texas Secretary of State website and consult with legal professionals for guidance specific to your business formation and operational needs.
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📚 Related Educational Resources
Texas Certificate of Formation Overview
Return to the main guide for comprehensive information about Certificates of Formation and all required information.
How to File: Step-by-Step Guide
Complete walkthrough of the Certificate of Formation filing process including how to designate your registered agent.
Texas LLC Operating Agreements
Learn why operating agreements are important and what provisions should address management and registered agent matters.