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We will check the desired name against the Texas Secretary of State database in an effort to avoid a rejection of your certificate of formation. Please note, however, you'll need to conduct your own due diligence to determine if the desired LLC name is available for your specific use or infringing on another's intellectual property.
If this LLC is governed by its Members, the business address previously entered will be listed in the Certificate of Formation for this Member. The Certificate of Formation is a public document.
The business address previously entered will be listed in the Certificate of Formation as the address for this manager. The Certificate of Formation is a public document.
Every Texas LLC is required to designate a "registered agent". As you'll see in the options below, you can either (1) have us take care of hiring a professional registered agent for you or (2) tell us who you want to designate as the LLC's registered agent.
What is a registered agent? The registered agent is the person or entiy designated by the LLC to receive legal documents on behalf of the LLC such as Service of Process (i.e., Lawsuits, Liens, Subpoenas, etc.) and other orrespondence from regulatory agencies.
Who can be the registered agent? The registered agent can be one of the initial Members if they meet all of the requirements below. Alternatively, we can designate and hire a professional registered agent for the LLC upon request. We've vetted many professional registered agents and we use one of the best in the business (Registered Agent Solutions, Inc) whenever a client wants or needs a professional registered agent.
Registered agent requirements: The registered agent (1) must consent in writing to the appointment (if you are the registered agent, or you elect to use our professional registered agent, we will handle this requirement for you); and (2) must be located at a physical address in Texas (not a PO Box or mail service) during business hours.
The registered agent's name and address will be listed in the Certificate of Formation (a public document).
The business address previously entered will be listed in the Certificate of Formation as the address for the Registered Agent. The Certificate of Formation is a public document.
To streamline the process for you, we will (1) designate Registered Agent Solutions, Inc (the "Registered Agent") in the formation documents; (2) hire and create your account with the Registered Agent; and (3) provide you with additional information about the Registered Agent. We've worked with this Registered Agent for years and they have agreed to charge our clients only $120/year (normally $175/year). You will receive a separate invoice from the Registered Agent.
The terms and conditions set forth herein constitute the full and complete agreement between you and The Copp Law Firm, PC (hereinafter “CLF”) which owns and operates this website (hereinafter, the “Website”). Your agreement to be bound by these terms and conditions is accepted and acknowledged by your use of the Website OR the submission of any order for any service. Please read carefully as it describes the terms and conditions under which CLF and its attorneys will undertake to represent you. Our firm policy requires that you acknowledge and agree to the terms and conditions set forth below (the “Terms and Conditions”), before CLF can engage in any representation. Should you wish to hire CLF, please click the box indicating that you have read and agree to these Terms and Conditions.
Due to ethics and conflict of interest rules that govern the legal profession, attorney Zachary Copp and the CLF are not able to represent more than one person in a business transaction. As such, we will need to make it clear to everyone (if the LLC has more than 1 owner) that Zachary Copp and CLF represent you only and that you will be our point of contact for transmitting documents and communications going forward. We will have to recommend that the remaining parties obtain separate counsel.
You have asked CLF to prepare (a) a certificate of formation for a Series Texas LLC (not a traditional LLC) and file the same with the Texas Secretary of State; (b) a Company Agreement; (c) Unanimous Consent in Lieu of Organizational Meeting; and (d) a Transfer Ledger. Depending on the services requested via our online questionnaire and the receipt of the corresponding fee, CLF may perform additional services including, but not limited to: (x) obtaining an Employer Identification Number (EIN) for the LLC; (y) preparing tax elections; and/or (z) assembling your company book.
The scope of the engagement between you/the client and Zachary Copp/CLF is limited in nature. The flat fee project contemplated by this questionnaire is not an indefinite project. Rather, our engagement automatically terminates upon the completion of the requested services. While we may answer questions after the engagement terminates, such communications do not reopen a previously concluded representation.
CLF has agreed to provide the requested services for the flat fee outlined this questionnaire, payable in advance of services being performed. By submitting your credit card or debit card information, you authorize CLF to charge the credit/debit card in an amount equal to the total price for the services requested. In the event that you seek a chargeback, you will nevertheless remain liable for the fees described in the website along with the filing fees charged by third parties.
In the event that you and I agree in writing that I am to provide services in addition to the initially requested services, you agree to pay my standard hourly rate billed in 1/10 of an hour increments. My current standard hourly rate is $250/hour.
A sub-series will only insulate it's assets and the assets of the other sub-series (aka series) or parent LLC if and ONLY IF you treat it as a separate LLC. The Business Organizations Code requires that records be maintained for a particular series account for the assets associated with that series separately from the other assets of the parent LLC or any other series. You must maintain the records of a series in a manner so that the assets of the series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any assets, or by any other method in which the identity of the assets can be objectively determined.
Although a preliminary review of the Secretary of State’s records will be conducted before filing, you will ultimately be responsible for researching the name of the entity to determine its availability for your specific use. When doing your due diligence, you should not limit your research to Texas records or any one database. Rather, you should conduct a comprehensive search including, but not limited to, state, federal and international trademarks along with common law rights. The Texas Secretary of State will search only their database and reject a name that is an exact match or similar to existing business name. Please note that an approval by the Secretary of State of the desired business name does not mean that your use of the name will not result in a future lawsuit. WE DO NOT PROVIDE OPINIONS ON WHETHER A NAME IS AVAILABLE OR WHETHER YOU WILL POTENTIALLY INFRINGE ON ANOTHER’S RIGHTS.
This section only applies if you request that CLF prepare a deed for a real estate transfer now or in the future.
You'll need to get the lienholder's consent (if the property has a mortgage on it) before transferring so the "due on sale" clause is not violated. A violation could cause the lender/lienholder to institute default/foreclosure procedures. If the property is in a neighborhood with a property owners association (i.e. an HOA or Condo Association), you'll need to speak with the association about what they require before finalizing the transfer. If any of the current property owners are being sued or under threat of suit, the plaintiff (or potential plaintiff) may be able to set aside the transfer. If this is an issue, please let me know in writing via email. If you have a title insurance policy on a property, a transfer will nullify the title insurance unless you purchase a new policy. I'll prepare a General Warranty Deed in the hopes that you can revive the title company's obligations in the event there is a title claim, but without a new title policy we can't guaranty the title claim coverage. Lastly, I'll draft the deed based solely on the title information you provide to me and will not be performing an independent title search to confirm names of owner(s) or legal description of the property to be transferred.
CLF will not be responsible for independently verifying the truth or accuracy of information supplied to CLF by you or on your behalf. Your delivery of such information to CLF constitutes a warranty of its accuracy and completeness. In addition, you understand that CLF will be relying on you to review for accuracy all documents that CLF drafts. You also represent that you are not creating any of the documents requested for any illegal, improper or fraudulent purpose.
If you ask us to obtain an EIN (and pay the related fee), you hereby authorize The Copp Law Firm, PC and our representative to apply for (and receive) an EIN on your behalf and behalf of the entity. In some instances, the online EIN application will not be available and we will have to prepare the EIN Application (Form SS4) and file it via facsimile after receiving the signature of the responsible party. The IRS takes 1-6 weeks to return fax filed EIN Applications. We shall not be responsible or held liable for delays caused by the IRS or delays in receiving the responsible party’s signature. We cannot get an EIN for your business entity unless you have a U.S. Individual Taxpayer Identification Number (ITIN) or U.S. Social Security Number (SSN).
If any member is married when he/she receives his/her membership interest in the LLC, the member’s membership interest in the LLC is presumed to be community property. If this is not the intent of the member(s), the married member should consult a family attorney about the advisability of a partition agreement, especially if the member is contributing/investing separate property into the LLC (i.e. property owned or claimed by the spouse before marriage; property acquired by the spouse during marriage by gift, devise, or descent; or recoveries for personal injuries sustained by the spouse during marriage). We do not advise on the topic of characterization of the property contributed or resulting membership interest and do not differentiate in the governing documents.
We will make every effort to e-file the Certificate of Formation on the day we receive an order that includes all necessary information. If the order is received after 2:00pm central or on the weekend, it may be processed the following business day. If the Texas Secretary of State’s filing system experiences technical difficulties, the order may not be processed until the technical difficulties are resolved. Based on our experience, the Texas Secretary of State takes 1 -3 business days to affirm a Certificate of Formation filed through their online filing portal. Every so often, the Texas Secretary of State has a backlog or technical difficulties that extend this estimated time frame. We are not responsible and shall not be held liable for this issues that we cannot control.
Our questionnaire will give you the option to select your own registered agent or let us hire a professional registered agent for you. If you select your own registered agent, you hereby confirm that the person or business you list as the registered agent has acknowledged, accepted, and consented to the appointment as the LLC’s registered agent. It is a crime to appoint a registered agent without their prior consent.
In the event you authorize us to hire a professional registered agent for the business the following will apply:
You authorize us to create an account for you with Registered Agent Solutions, Inc. (the “Registered Agent”). The Registered Agent will send you invoice via email for $120 that will cover 1 year of services. Payment within 30 days of the date of invoice is required. In the event that you fail to pay a future invoice in a timely manner, the Registered Agent will resign, which will leave your business in jeopardy of being involuntarily dissolved.
The Registered Agent’s current terms and conditions will apply to you and the entity. It is very important that you keep the Registered Agent updated with a current email, mailing address (not a PO Box), and phone number at all times so that the Registered Agent may notify you and the entity of all official mail and lawsuits delivered to the Registered Agent. You and the entity hereby acknowledge that failure to comply with the foregoing may cause you and/or the entity harm and, further, agree to indemnify and defend us from any and all liability for any harm that may arise as a result of the Registered Agent not having correct or current contact information.
The Registered Agent’s address is not to be used as a mailing address. You and the entity agree not to represent or misleadingly suggest that the Registered Agent’s address is a place of business, location of operations or business records, or is a physical address at which third parties can find you or the entity. You and the entity may not list the Registered Agent’s address in the entity’s public media, including business cards, brochures, websites, or emails.
YOU AND THE ENTITY EXPRESSLY AGREE THAT (1) CLF AND OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE NOT OBLIGATED TO READ ANY MAIL OR ANY OTHER DOCUMENT OR LAWSUIT RECEIVED BY THE REGISTERED AGENT AND (2) YOU AND THE ENTITY DO NOT EXPECT US TO REPRESENT YOU IN CONNECTION WITH ANYTHING WE RECEIVE. The Registered Agent will not forward certain mail addressed to the entity, including but not limited to credit card applications, commercial solicitations, and the like, all of which would typically be considered junk mail.
You or the entity may discharge the Registered Agent at anytime by filing a Change of Registered Agent Form with the Texas SOS. Please note that any future registered agent must consent to the appointment and such consent must be kept in the entity’s records. The Texas SOS has a sample consent available to the public. We ask that you notify the Registered Agent if you desire to change your registered agent so that they will stop sending invoices each year.
If you have asked CLF to prepare a tax election (i.e. S Corporation Election or C Corporation Election), you agree that YOU will be required to sign and send the election to the IRS.
Communication via email, text or other electronic means may not be secure, and could be intercepted by third parties. Additionally, any communications made to or from a device not owned by you may be subject to monitoring by the device’s owner (for example, your employer). As such, you should not divulge confidential information on any device owned by a third party. You recognize that technology is ever-evolving and that electronic communications cannot be fully protected from unauthorized interception. In addition, human error may at times result in electronic communications being missent. Unless otherwise limited in writing, you authorize CLF to transmit information, including information of a confidential nature, to you by e-mail to the e-mail including, but not limited to the e-mail address provided via one of CLF’s websites.
You may terminate our representation, by providing CLF written notice of termination, at any time. CLF will refund all unearned fees at this time. For purposes of these Terms and Conditions, CLF’s fee shall be considered earned upon the initial drafting of the applicable document(s). Fees charged by third parties and advanced by CLF are non-refundable.
CLF has the same right to terminate the engagement and may discontinue providing legal or registered agent services if you fail to pay our bills promptly or if you misrepresent or fail to disclose any material facts in the course of the representation, or if anything else occurs that, in our judgment, impairs our attorney-client relationship. In the event of any such termination, CLF will account to you as to any unearned fee that it holds.
CLF, in its sole discretion, reserves the right to decline to provide services to you. You agree that CLF shall not be liable to you for loss or damages that may result from our refusal to provide services. If you submit an order and we later determine in our sole discretion that your order is not appropriate for our online program, we will notify you via email and refund your order.
In the event that a chargeback is placed or threatened on a purchase, we also reserve the right to report the incident for inclusion in chargeback abuser database(s) of our choosing and in our sole discretion. The information reported will include name, email address, order date, order amount, IP address, full address and phone number. Being listed on such databases may make it more difficult or even impossible for you to use (any of) your credit card(s) on future purchases with us or other merchants. Chargeback abusers wishing to be removed from the database shall make payment to us for any outstanding amount owed to us + $50 for processing and handling.
At the conclusion of this matter, it will be your obligation to advise CLF which, if any, of the documents in our files are to be returned to you. CLF shall deliver files to you in the same format in which the file is maintained in our office. If you desire paper copies of files or data which we have solely maintained in digital format, we will either provide you the digital copies as well as making you the paper copies at an additional expense, or cooperate in delivering your digital file to a copy printing service of your choice so that your selected copies may be made at your expense. CLF may keep copies for its records to the extent CLF deems advisable. CLF will retain any remaining documents in its files for a limited period of time and ultimately will destroy them in accordance with its retention program then in effect. Please note that all work product is CLF property.
You are aware of and consent to the retention, maintenance, and storage of your information and records relating to this matter in the following forms and locations: Paper (in office and/or storage files); electronic (e.g., computer, handheld devices for email, fax, and via the Internet using cloud storage); or other like mediums. CLF will endeavor to take all steps necessary to preserve and maintain the confidentiality of all of your information and records, however, you recognize and agree that such information and records may be subject to unauthorized access outside the control of CLF, and agree to hold CLF and its attorneys and employees harmless from any non-CLF caused breaches of confidentiality of your information and records.
CLF maintains a privacy policy as to social security numbers (SSNs). SSNs are only used to obtain federal tax identification numbers (aka EINs). If you do not want to disclose your SSN to us, DO NOT hire us to obtain an EIN as the IRS requires a full SSN of the responsible party (principal officer or owner of the business). Attorney Zachary Copp is the only person authorized to view the SSN. We typically enter the SSN in the IRS' online EIN application, but we may be required to fax file the EIN Application with the IRS. SSNs will remain confidential and are not released from CLF except as described above or unless authorized by the client.
During our representation of you, CLF will be sending you copies of important documents or other material that we believe you should review. CLF strives to maintain these documents in digital (paperless) format, so more often these copies shall be in digital format, for ease of retention and portability. You should have a secure place to keep these documents. If you need additional paper copies at any time, we can make those at your expense or cooperate in sending the data to the secure copy service of your choice. You may control such costs by keeping digital copies. Should you believe your particular file requires encryption, you should advise us of the form of such encryption. If our office is required to secure encryption software specifically for your case, the cost of that software shall be included in your bill.
Upon receipt of your responses to our online questionnaires, CLF will conduct a search of our other client relationships in order to determine whether the representation of you would create a conflict of interest in connection with our existing attorney-client relationships. If we do not discover a conflict of interest, we will proceed as usual with the formation of your business.
If a conflict of interest is discovered, CLF will let you know immediately (before beginning work) and will refund any payments CLF has received. Accordingly, an attorney-client relationship does NOT exist until after a successful conflict check is performed.
You are advised to obtain independent and competent tax advice regarding these legal matters since legal transactions can give rise to tax consequences.
CLF and its attorneys have not agreed to render any tax advice and are not responsible for any advice regarding tax matters or preparation of tax returns, or other filings, including, but not limited to, state and federal inheritance, sales, franchise and income tax returns.
IN NO EVENT SHALL CLF, OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR MATERIALS AVAILABLE FROM THIS SITE, EVEN IF CLF HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO LIMIT THE LIABILITY OF CLF, OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS FOR ANY AND ALL OF YOUR CLAIMS, LOSSES, COSTS, DAMAGES OF ANY NATURE WHATSOEVER TO THE SUM OF $1,000 OR THE CLF’S FEE, WHICHEVER IS GREATER. THIS LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION OR LEGAL THEORY PLED OR ASSERTED.
All lawyers in Texas have an obligation to maintain a high standard of ethical conduct toward their client and others. To enforce this standard, the State Bar investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar Office of General Counsel will provide you with information about how to file a complaint. For more information, you may call 1-800-932-1900. This is a toll-free call.
These Terms and Conditions, and the relationship between you and CLF (including any dispute), shall be governed by the laws of the State of Texas. The obligations of the parties are performable in Dallas County, Texas.
These Terms and Conditions may only be changed by mutual consent. Such consent shall be in writing and it is agreed that e-mail shall be considered writing for purposes of these Terms and Conditions.
Please contact CLF via email at info@copplaw.com if you have any questions regarding these Terms and Conditions.