The short answer is “no,” a lawyer is not required to fill out the appropriate paperwork, pay the filing fee, and file it with the Secretary of State. Many business owners go this do-it-yourself route, some successfully, others not so much. What many people do not realize, and what LegalZoom, RocketLawyer, BizFilings, and others fail to mention, is that properly starting a business involves more than merely filing the correct form with the correct government agency; that is but one piece of the puzzle. Many other factors must be considered, including: choice of entity type, choice of state, tax considerations, permitting requirements, employment considerations, state and federal rules and regulations regarding securities laws, and inter-partner planning to name a few, and this is where a Texas Business Lawyer earns his pay.

The main areas of legal uncertainty involve taxation, bankruptcy, and doing business in multiple states. Due to their relative infancy, not much case law exists regarding Series LLCs in general and Texas Series LLCs in particular, so hard and fast answers will be hard to come by until issues arise and are litigated. This is not a structure for a company looking for definite answers on taxation, liability, or asset protection issues.

TEXAS BUSINESS ORGANIZATIONS CODE

SUBCHAPTER M. SERIES LIMITED LIABILITY COMPANY

Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.

(a) A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that:

      (1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or

What is it?

The Texas Series LLC is a special form of a limited liability company that provides liability protection across multiple series, each of which is theoretically protected from liabilities arising from the other series. Essentially, a Texas Series LLC contains one or more subsidiary LLCs set up under the one parent LLC; comparable to structure of a corporation with several subsidiaries. The Texas Series LLC is essentially a single umbrella entity that has the ability to partition its assets and liabilities among various sub-LLCs or series. Each sub-LLC may have different assets, economic structures, members, and managers. The profits, losses, and liabilities of each series are legally separate from the other series.

We know what it takes to get a business up and running. We also know what it takes to make it grow and prosper. We understand the financial constraints placed on most startups during the initial bootstrap phase, and for this reason we offer a wide variety of fee arrangements and services to best suit your needs. Get the legal aspects of your business out of the way early, get it done reasonably, and get back to work building your business.