Texas LLC remove member

Last updated on November 15, 2022

In order to remove a member of your Texas LLC, you'll need to refer to your operating agreement and follow the procedures accordingly. Read the detail on how to remove a member in Texas.

What is an LLC?

Limited Liability Company

LLC is a business entity in the U.S that provides limited liability to its members. It has characteristics from both corporation and sole proprietorship. LLCs are permitted under State statutes of each US state.

Limited liability

Personal assets are protected for people with limited liability when they are sued.

Corporation

A business entity that can issue shares and give limited liability to shareholders.

Members

Owners of an LLC are referred to as members. They own membership interest in the LLC.

Sole proprietorship

Where an individual engages in business activity without formal organization.

Types of LLC

Depends on the number of members and whether it has elected to change its IRS classification.

Single-member LLC

Has only a single member. IRS considers it as a sole proprietorship for tax purposes.

LLC as C-corp

Owners of an LLC are referred to as members. They own membership interest in the LLC.

Multi-member LLC

Has two members. IRS considers it as a partnership for tax purposes.

LLC as S-corp

A special election for a maximum of 100 US shareholders.

Action

Here are step-by-step instructions:

How to remove a Texas LLC member?

Follow these 6 steps:

1. Check your operating agreement

If you have an operating agreement, check the procedure for removing a member. Follow that for the voting and transfer procedures.

2. Default Texas provisions

If you do not have an operating agreement, you will have to follow the Texas’ default rules as mentioned in Texas Business operations code

According to the default provisions, a member of an LLC can not withdraw or be expelled from the company. You can either dissolve the LLC voluntarily or there has to be a judicial dissolution.

3. File annual Public Information Report

If you are following the procedure in the operating agreement and have removed a member, you can mention the changes in the members, when it is time to file your annual public information report with the Texas Comptroller’s office.

4. File Certificate of Amendment (optional)

Submit Form 424 in duplicate with Texas Secretary of State via mail or fax. Include the new list of members. However, this is just an optional step.

Filing fees

$150

Address

Secretary of State


P.O. Box 13697


Austin, TX 78711-3697


Fax: (512) 463-5709

5. Inform IRS

If the removed member was the responsible party with the IRS, then you will have to update the IRS with a new responsible party. In that case, you need to file Form 8822-B. You will have to notify IRS about the change in the responsible party within 60 days.

Notify within

60 days

If you are moving from a multi-member LLC to a single-member LLC, the way IRS treats you changes from a partnership to a disregarded entity. You will have to file Form 8832 to inform IRS about the change in classification

6. Update your operating agreement

Amend your operating agreement to update the names and details of the current members.

Certificate of Formation

In Texas, Certificate of Formation is the form you file with the Secretary of State to form an LLC. It contains the articles of formation for the LLC.

Filing Certificate of Formation

There are a couple of ways to file

  • File it online on Secretary of State website

    Visit

  • Mail a form to the state department

    PDF

Address

Secretary of State

P.O. Box 13697

Austin, TX 78711

Online fee

$300

Online processing time

3 days

Mailing fee

$300

Mail processing time

5 - 7 days

Entity name

Every LLC should have a unique name in Texas. Texas maintains a list of names of entities in the state. Go through it to check if your chosen name is available.

Search for names

Go to the official website of the Texas taxable entity search tool to see if the name you want is available.

Searching fee

Free

Reservation

You can reserve a name for your LLC for a specific duration by paying reservation fees to the Texas corporations section. You will have to file your LLC formation documents within this period to keep the name. Alternatively, you can directly go ahead with the LLC formation without any reservation. That's fine too.

Reservation fee

$40

Reservation period

120 days

LLC naming guidelines

The name you choose for your LLC must the official naming guidelines.

  • Texas Business Organizations Code §5.054

    Visit

Here are some of the guidelines in simple language:

  • 1

    Must contain: the phrase "limited liability company" or "limited company"; or an abbreviation of one of those phrases.

  • 2

    Don’t include terms that indicate that you are doing an activity that you are not authorised to do.

  • 3

    Your name should be ‘distinguishable’ in the Secretary of State records. Adding a punctuation or ‘the’ does not make it distinguishable.

  • 4

    Don’t use words that makes it seems like you are a governmental entity or has an affiliation.

Operating agreement

Operating agreement is an internal business document that outlines the general rules and policies of the LLC.

Importance

It is not a legally mandatory document. However, it is recommended to have one since many courts, banks and financial institutions use it for verification. It is also nice to clearly outline the duties and relations between multiple members of an LLC—so you avoid any confusion in the future.

Format

There is no ‘required’ format for an operating agreement. You can include anything reasonable in it. In general, it has the following sections:

Basic Business information

Contains name, address, names and details of members, purpose

Member relationship

Contains membership interest, decision making process, powers, duties.

Membership transfer

Contains details on how to add or remove members and managers.

Accounting and tax

Contains details on how company records and distributions are maintained.

Dissolution

How to dissolve, wind up and terminate, due process to follow and exceptions.

Frequently asked questions

Business entities in Texas

LLC is a flexible choice for small businesses in Texas. However, in order to issue various classes of shares and have more investors, C-corporations are better suited than LLCs.

Texas LLC

Texas business search

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