What Is a Registered Agent for a Texas LLC?
What Is a Registered Agent for a Texas LLC?
A registered agent for a Texas LLC is the individual or organization formally designated to receive service of process, legal notices, and official government correspondence on behalf of the limited liability company. As defined by the Texas Secretary of State:
“An entity’s registered agent is an agent of the entity on whom may be served any process, notice, or demand required or permitted by law to be served on the entity.”
The Texas Business Organizations Code (BOC) requires every Texas LLC — whether domestic or foreign — to designate and continuously maintain a registered agent and a registered office in Texas. The registered office is the physical street address in Texas at which the registered agent may be personally served during normal business hours and to which the Office of the Secretary of State directs official correspondence.
The registered agent’s role is strictly defined. It does not include managing or operating the LLC, providing legal or tax services in that capacity, or acting as a general representative of the company for commercial purposes. The agent’s duties, set out in Section 5.206 of the BOC, are limited to:
- Receiving or accepting any process, notice, or demand served on or received by the registered agent, and forwarding it to the LLC at the address most recently provided by the LLC
- Providing any notices required or permitted by law to the LLC at that address
Is a Registered Agent Required for a Texas LLC?
Yes. A registered agent is a mandatory legal requirement for every Texas LLC. Section 5.201(a) of the Texas Business Organizations Code states:
“Each filing entity and each foreign filing entity shall designate and continuously maintain in this state: (1) a registered agent; and (2) a registered office.”
A limited liability company is a filing entity under the BOC. This requirement applies to:
- Domestic Texas LLCs — formed by filing a Certificate of Formation (Form 205) with the Texas Secretary of State
- Foreign LLCs — formed under the laws of another state or jurisdiction that are registered to transact business in Texas
- Texas Professional Limited Liability Companies (PLLCs) — formed by filing a Certificate of Formation (Form 206) with the Texas Secretary of State
The obligation is continuous. The Texas Secretary of State’s Registered Agents FAQ confirms: “A domestic or foreign filing entity is required to continuously maintain a registered agent and registered office in Texas.” Failure to do so may result in the involuntary termination of a domestic LLC or the revocation of a foreign LLC’s registration to transact business in Texas.
Who May Serve as a Registered Agent for a Texas LLC?
The eligibility requirements for a registered agent are set forth in Section 5.201 of the Texas Business Organizations Code. The instructions for Form 205 — Certificate of Formation for a Limited Liability Company state:
“The registered agent can be either (option A) a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an individual resident of the state. The limited liability company cannot act as its own registered agent.”
Option A — An Organization:
- Must be a domestic entity or a foreign entity registered or authorized to transact business in Texas
- Must not be the LLC it seeks to represent
- Must have consented in a written or electronic form to serve as a registered agent
- Must maintain a business office at the same address as the LLC’s registered office
- Must have an employee available at the registered office during normal business hours to receive service of process
Option B — An Individual:
- Must be a resident of the State of Texas
- Must maintain a physical business office at the same address as the LLC’s registered office
- Must have consented in a written or electronic form to serve as registered agent, using Form 401-A — Consent of Registered Agent to Appointment (see also 1 Texas Administrative Code § 79.29)
Registered Office Requirements:
| Requirement | Permissible | Not Permissible |
| Address type | Physical street address in Texas | P.O. Box only |
| Service accessibility | Personal service during normal business hours | Solely a mailbox service |
| Commercial address use | Permitted if the commercial enterprise is the agent | Solely a telephone answering service |
| Location | Anywhere in Texas | Outside Texas |
Can an LLC Member or Manager Serve as Registered Agent in Texas?
Yes. A member, manager, officer, or employee of a Texas LLC may personally serve as the LLC’s registered agent, provided they are a resident of Texas, maintain a physical street address in Texas, and have provided written or electronic consent under BOC § 5.201.
The Texas Secretary of State’s Registered Agents FAQ explains: “Although an officer, owner, or employee may serve as an entity’s registered agent, an entity may not serve as its own registered agent.”
Before choosing to serve as the LLC’s registered agent, members and managers should consider the following practical factors:
| Factor | Serving as Own Agent | Professional Service |
| Privacy | Personal address becomes part of the public record filed with the Texas Secretary of State | The service’s business address is listed in public filings instead |
| Availability | Must be at the registered office during all normal business hours on every business day | Availability is guaranteed by the service provider |
| Flexibility | Legal documents may be missed if traveling or working remotely | Covered regardless of the member’s or manager’s location |
| Document handling | Personally responsible for receiving and forwarding all legal documents | Typically includes electronic notification and scanning |
| Professionalism | Lawsuits may be served in front of clients, customers, or staff | Documents are received discreetly |
How to Designate a Registered Agent on Your Texas LLC Certificate of Formation
The registered agent and registered office must be designated in Article 2 of Form 205 — Certificate of Formation for a Limited Liability Company, which is submitted to the Texas Secretary of State at the time of formation. The Form 205 instructions explain:
“A person designated as the registered agent of an entity must have consented, either in a written or electronic form, to serve as the registered agent of the entity… The designation or appointment of a person as registered agent by an organizer is an affirmation that the person named in the certificate of formation has consented to serve in that capacity. (BOC § 5.2011)”
Steps for designating a registered agent on Form 205:
- Obtain consent from the registered agent using Form 401-A — Consent of Registered Agent to Appointment before completing the form (a copy of the consent need not be submitted with Form 205, but must be obtained prior to filing)
- Complete Article 2 of Form 205:
- Select Option A if designating a domestic or foreign organization registered to do business in Texas, and provide the organization’s name and registered office street address
- Select Option B if designating an individual Texas resident, and provide the individual’s name and registered office street address
- Confirm the address: The registered office must be a physical street address in Texas where the agent may be personally served during normal business hours; it may not be solely a mailbox service or telephone answering service under BOC § 5.201
- Submit Form 205 in duplicate to the Texas Secretary of State:
- Online: Via SOSDirect
- By mail: P.O. Box 13697, Austin, Texas 78711-3697
- In person: James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701
- Pay the filing fee: $300 for a domestic Texas LLC, per the Business Filings & Trademarks Fee Schedule (Form 806)
Registered Agent Information in Your LLC Operating Agreement
Under Texas law, a limited liability company’s internal governance is primarily addressed in its company agreement, commonly referred to as an operating agreement. Section 101.052 of the Texas Business Organizations Code establishes that the company agreement governs the relations among members, managers, and officers of the LLC, and may contain any provisions for the regulation and management of the LLC’s affairs that are not inconsistent with the BOC.
The registered agent and registered office are not required by Texas law to be specified in the company agreement. The official designation of the registered agent is made in the certificate of formation filed with the Texas Secretary of State, and any subsequent changes are made by filing Form 401 with the Secretary of State. As confirmed by the Texas Secretary of State’s Formation FAQs, internal governing documents such as the company agreement are kept at the LLC’s principal office and are not filed with the Secretary of State.
Many LLCs elect to reference the registered agent and registered office in their company agreement as a matter of internal record-keeping and transparency among members. While not mandatory, including this information in the company agreement can serve the following practical purposes:
- Providing members with a clear reference to the LLC’s current registered agent information
- Establishing an internal procedure for notifying members when the registered agent or registered office changes
- Documenting the process by which the LLC will appoint a replacement registered agent in the event of a resignation or change
Because the company agreement is a private document that governs the LLC’s internal affairs, updating registered agent information in the company agreement does not constitute an official change with the Secretary of State. Any change to the registered agent or registered office that must take legal effect requires a separate filing of Form 401 with the Secretary of State.
What Happens to a Texas LLC Without a Registered Agent?
The consequences of failing to maintain a registered agent and registered office are defined by statute and enforced by the Texas Secretary of State.
Involuntary Termination
Section 11.251(b) of the Texas Business Organizations Code authorizes the Secretary of State to terminate a domestic LLC’s existence if it fails to maintain a registered agent or registered office as required by law. The process is as follows:
- The Secretary of State notifies the LLC by mail addressed to the entity’s registered office or principal place of business, as shown in state records
- If the LLC does not correct the failure before the 91st day after the notice was mailed, the Secretary of State may terminate the LLC’s existence
For a foreign LLC, the equivalent consequence is revocation of its registration to transact business in Texas.
Additional Consequences
| Consequence | Authority |
| Involuntary termination of a domestic LLC | BOC § 11.251 |
| Revocation of a foreign LLC’s registration | BOC § 5.201 |
| Secretary of State becomes substitute agent for service of process | BOC § 5.251 |
| Loss of right to maintain legal actions in Texas courts | BOC Chapter 11 |
| Risk of default judgment entered without LLC’s knowledge | BOC § 5.251 |
Reinstatement
An involuntarily terminated Texas LLC may apply for reinstatement using Form 811 — Application for Reinstatement, available through the Texas Secretary of State’s Terminations and Reinstatements FAQ page. The LLC is only considered to have continued in existence without interruption if it reinstates within 36 months of involuntary termination.
How to Change a Registered Agent for a Texas LLC
To change the registered agent or registered office for a Texas LLC, file a Form 401 — Statement of Change of Registered Agent and/or Registered Office with the Texas Secretary of State, pursuant to Section 5.202 of the BOC.
Steps:
- Obtain consent from the new registered agent using Form 401-A — Consent of Registered Agent to Appointment
- Complete Form 401 with the LLC’s current entity information, the new registered agent’s name, and the new registered office street address (see instructions)
- File the form:
- Online: Via SOSDirect — available 24/7; do not attach a PDF copy of the form when filing online
- By mail: P.O. Box 13697, Austin, Texas 78711-3697
- In person: James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701
- Pay the filing fee: $15 for a Texas LLC, per the Business Filings & Trademarks Fee Schedule
The change becomes effective upon filing by the Secretary of State, unless a delayed effective date is specified in accordance with Sections 4.052 and 4.053 of the BOC. The Form 401 instructions note: “Since an entity may be terminated or its registration revoked for failure to maintain a registered office and agent, any change should be submitted promptly.”
Texas LLC Registered Agent Frequently Asked Questions
Can a Texas LLC serve as its own registered agent?
No. The Texas Secretary of State’s Registered Agents FAQ explains: “Although an officer, owner, or employee may serve as an entity’s registered agent, an entity may not serve as its own registered agent.” The instructions for Form 205 reiterate this directly: “The limited liability company cannot act as its own registered agent; do not enter the limited liability company name as the name of the registered agent.” This prohibition is rooted in BOC § 5.201(b), which requires the registered agent to be either an individual resident of the state or an organization other than the filing entity or foreign filing entity to be represented.
Can a single-member LLC owner serve as the LLC’s registered agent?
Yes. The sole member of a single-member LLC may serve as the LLC’s registered agent, provided they are a resident of Texas and maintain a physical street address in Texas at which they can be personally served during normal business hours. The address used as the registered office will appear in the LLC’s public filing history maintained by the Texas Secretary of State. The member must provide written or electronic consent using Form 401-A before being designated in Form 205 or Form 401.
Does a multi-member LLC need a registered agent separate from its members?
No. Texas law does not require a multi-member LLC to appoint a registered agent separate from its membership. Any individual member who is a Texas resident with a qualifying physical street address may serve as the registered agent, provided they have consented under BOC § 5.201. Alternatively, any organization that is registered or authorized to transact business in Texas and is not the LLC itself may serve. If no individual member is available or willing to serve, or if privacy and availability are a concern, a professional registered agent service may be engaged.
Is it required to designate a registered agent prior to submitting the formation documents for a business entity?
Yes. The registered agent and registered office address are required fields in Article 2 of Form 205, and the form cannot be submitted without them. The Form 205 instructions further require that the designated registered agent have already consented to serve in that capacity before the organizer signs and submits the form. By signing Form 205, the organizer affirms that the named registered agent has consented, in accordance with BOC § 5.2011.
Is the LLC’s registered agent required to be listed in the operating agreement?
No. Texas law does not require the LLC’s operating agreement (company agreement) to identify the registered agent or registered office. The official designation of the registered agent is made in the certificate of formation filed with the Texas Secretary of State and is updated through Form 401 filings. Under BOC § 101.052, the company agreement governs the LLC’s internal affairs and may include provisions on any matter not inconsistent with the BOC, but there is no statutory mandate to include registered agent information in that document. The company agreement is kept at the LLC’s principal office and is not filed with the Secretary of State.
Can I change my LLC’s registered agent online?
Yes. Form 401 — Statement of Change of Registered Agent and/or Registered Office may be filed online through the Texas Secretary of State’s SOSDirect system, which is available 24 hours a day, 7 days a week. The Business and Nonprofit Forms page confirms that Form 401 is available for online filing via SOSDirect. When filing online, the PDF version of the form should not be attached separately. The filing fee is $15 for a Texas LLC, per the Business Filings & Trademarks Fee Schedule.
Does a Professional LLC (PLLC) have different registered agent requirements?
No. A Texas Professional Limited Liability Company (PLLC) is subject to the same registered agent requirements as a standard LLC under BOC § 5.201. The official instructions for Form 206 — Certificate of Formation for a Professional Limited Liability Company state identical registered agent requirements to those in Form 205: the agent must be a domestic or foreign entity registered to do business in Texas or an individual resident of the state; the PLLC cannot act as its own registered agent; consent is required; and the registered office must be a physical street address capable of receiving personal service during normal business hours. The distinctions between a PLLC and a standard LLC relate to ownership eligibility and professional licensing requirements under BOC Chapter 301, not to registered agent obligations.
Can the same individual or service act as registered agent for multiple Texas LLCs?
Yes. Texas law does not prohibit one individual or organization from serving as a registered agent for multiple LLCs simultaneously. Form 408 — Statement of Change of Address by a Registered Agent is specifically designed to allow a registered agent to update the registered office address for multiple represented entities in a single filing. This practice is standard among professional registered agent service companies operating in Texas.
What happens if my LLC’s registered agent moves out of Texas?
If the registered agent is an individual and moves out of Texas, they no longer satisfy the residency requirement under BOC § 5.201. The LLC must promptly appoint a new, eligible registered agent by filing Form 401 — Statement of Change of Registered Agent and/or Registered Office with the Texas Secretary of State. The Form 401 instructions note that because an entity may be terminated for failure to maintain a registered agent and office, any change should be submitted promptly. The filing fee is $15 per the Business Filings & Trademarks Fee Schedule. If the registered agent relocates to a new address within Texas, Form 408 — Statement of Change of Address by a Registered Agent should be filed to update the registered office address for all represented entities.