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Business Formation Guide
formationUpdated 2026-03-31

What is the Minimum Number of Members for an LLC in Texas?

Texas requires only one member to form an LLC. Under Tex. Bus. Org. Code § 3.005, you may establish and operate an LLC as the sole owner. Unlike some states that historically required two or more owners, Texas permits single-member LLCs, making it an attractive jurisdiction for solo entrepreneurs and business owners seeking liability protection without additional ownership requirements.

Single-Member LLCs Are Permitted

You do not need a co-owner, partner, or investor to form a Texas LLC. When filing your Certificate of Formation with the Texas Secretary of State, you list the initial member (or manager) by name and address—that list can contain just your information. A single member receives identical liability protection as multi-member LLCs, shielding your personal assets from business debts and obligations.

You may designate your LLC as either member-managed (you manage directly) or manager-managed (you appoint yourself as sole manager). Both structures are available to single-member LLCs.

Formation Requirements

File a Certificate of Formation online at https://www.sos.state.tx.us/corp/sosda/index.shtml. The $300 filing fee applies regardless of membership structure. Your Certificate must include:

  • LLC name with "LLC," "Limited Liability Company," or "L.L.C." designator
  • Registered agent name and Texas office address
  • Management structure (member-managed or manager-managed)
  • Your name and address as the sole member or manager
  • Organizer name and address

Standard processing takes 5–7 business days online or up to 40 days by mail. Expedited options are available ($50 for 2–3 days, $500 for next-day, $750 for same-day).

No Residency Requirement

Texas imposes no residency requirement on members. Foreign owners and non-Texas residents can be the sole member of a Texas LLC.

Next Steps

  1. Verify name availability at the Secretary of State's business search tool
  2. Prepare your Certificate of Formation with your member information
  3. File online with the $300 fee
  4. Obtain an EIN from the IRS (free; typically required for tax purposes)
  5. File a DBA if operating under a different name ($25 fee)

Contact the Texas Secretary of State at (512) 463-5555 or visit https://www.sos.texas.gov for assistance.

This is general information, not legal advice.