Texas: LLC Registered-Agent and Registered-Office Requirements
The short answer
A Texas LLC must continuously maintain a registered agent and registered office. The agent may be a consenting Texas-resident individual or a consenting organization registered or authorized in Texas, but not the LLC itself. The agent's business office and registered office use the same Texas street address, which cannot be only a mailbox or answering service; an organization agent must keep an employee available there during normal business hours. Resignation ends on day 31 after the Secretary of State receives notice, missing or unfindable agents trigger automatic Secretary-of-State service, and an uncured 90-day maintenance failure can cause involuntary termination.
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This is the general rule in Texas. Ezel applies current Texas law to your specific facts and answers with citations to the statutes.
| Governing law and terminology | Texas Business Organizations Code, especially Chapters 3, 5, and 11; 'registered agent' and 'registered office' (Tex. Bus. Orgs. Code §§ 3.005, 5.201, 11.251) |
|---|---|
| Continuous designation duty | LLC as a filing entity must designate and continuously maintain both a Texas registered agent and registered office (§ 5.201(a)) |
| Eligible individual | Individual must reside in Texas and consent in the Secretary-of-State-developed written or electronic form; no separate statutory age or citizenship rule (§ 5.201(b)(2)(A)) |
| Eligible entity and self-service | Agent may be a consenting organization registered or authorized in Texas, but not the represented LLC; a member, manager, owner, or employee may serve personally if a consenting Texas-resident individual (§ 5.201(b)(2)) |
| Registered office, address, and hours | Agent business office and registered office must share a Texas street address where personal service can occur; not solely mailbox/answering service; organization agent keeps an employee available during normal business hours (§ 5.201(b)(3), (c)–(d)) |
| Consent and initial filing | Certificate of formation states initial office street address and agent name; agent's written/electronic consent is required, and organizer/official designation affirms consent (§§ 3.005(a)(5), 5.201(b)(2), 5.2011(a)) |
| Change, resignation, and replacement | Entity files agent/office change; agent may change name/address after 10-day written notice; resignation terminates on day 31 after Secretary receives notice; nonconsenting appointee may file rejection (§§ 5.202 to 5.205) |
| Agent duties and service | Only statutory duties are receipt/acceptance and forwarding or notice of process, notices, and demands, plus legally required notices to the entity's latest supplied address (§ 5.206) |
| Lapse consequences and fallback service | Secretary of State automatically becomes service agent if no agent is maintained or agent cannot be found with reasonable diligence; failure to cure agent/office lapse before day 91 after notice permits involuntary termination (§§ 5.251 to 5.252, 11.251 to 11.253) |
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Requirements one by one
Governing law and terminology
Texas places the general registered agent and registered office rules in
Business Organizations Code Chapter 5. The formation filing is governed by
Chapter 3, and Chapter 11 supplies the involuntary-termination consequence.
Continuous designation duty
Tex. Bus. Orgs. Code § 5.201(a) requires an LLC, as a filing entity, to
designate and continuously maintain both a registered agent and a registered
office in Texas.
Eligible individual
An individual agent must reside in Texas and consent in the written or
electronic form developed by the Secretary of State. Section 5.201 states no
separate minimum age or citizenship requirement.
A member, manager, owner, or employee may serve only as a consenting Texas-
resident individual. Ownership or office in the LLC is not a substitute for
the statutory qualification.
Eligible entity and self-service
An entity agent must be an organization registered or authorized to do
business in Texas and must consent. Section 5.201(b)(2)(B) expressly excludes
the filing entity being represented, so the LLC cannot name itself as its own
registered agent.
The organization agent's business office must be at the same address as the
LLC's registered office.
Registered office, address, and hours
The registered office must be a Texas street address where process can be
personally served. It need not be the LLC's own place of business, but it may
not consist solely of a mailbox service or telephone answering service.
Section 5.201(d) imposes a specific availability rule on an organization
agent: it must keep an employee at the registered office during normal business
hours, and any employee may receive service there. The section does not state a
separate fixed daily hour range for an individual agent.
Consent and initial filing
Section 3.005(a)(5) requires the certificate of formation to state the initial
registered-office street address and the initial agent's name. Section 5.201
requires the agent's written or electronic consent.
Under § 5.2011(a), the organizer's or managerial official's designation of the
agent in the filing is an affirmation that the named person consented. The
current official Form 205 follows that structure: the organizer signs the
certificate and affirms the agent's consent.
Change, resignation, and replacement
The LLC changes its registered agent or office by filing a statement under
§ 5.202; acceptance makes it an amendment to the certificate of formation. A
registered agent may change its own name or the office address under § 5.203
after giving the LLC at least 10 days' written notice.
Under Tex. Bus. Orgs. Code §§ 5.204 to 5.205, an agent resigns by notifying the
LLC and the Secretary of State. The agent and
office designations terminate on the 31st day after the Secretary receives the
notice. A person named without consent may instead file a rejection under
§ 5.205; acceptance terminates both designations and causes the Secretary to
notify the LLC that it must appoint replacements.
Agent duties and service
Tex. Bus. Orgs. Code § 5.206 deliberately narrows the role to two duties. The agent receives
or accepts process, notices, and demands and forwards them—or otherwise notifies
the LLC—at the latest address the LLC supplied. The agent also sends other
legally required or permitted notices to that address.
For an organization agent, § 5.201(d) permits any employee at the registered
office to receive service during normal business hours.
Lapse consequences and fallback service
Texas does not require a court order before the statutory-agent fallback
exists. Under § 5.251, the Secretary of State becomes the entity's agent for
service if the LLC has no maintained registered agent or the agent cannot with
reasonable diligence be found at the registered office. Section 5.252 uses
duplicate copies and the required fee so the Secretary can record and forward
the service.
The entity consequence is separate. Under § 11.251, the Secretary may notify
an LLC that it failed to maintain the agent or office. If the failure remains
uncorrected before the 91st day after mailing, the Secretary may issue a
certificate terminating the LLC's existence. Section 11.253 permits
reinstatement after correction and the required filing package.
What trips people up
Consent is mandatory even though the organizer signs the certificate. The
organizer's appointment affirms that the agent already consented; it does not
replace the consent requirement.
A mailbox service alone is not a registered office. Texas requires a street
address where the agent can be personally served.
The normal-business-hours rule is written for organization agents. Do not
convert it into a fixed 9-to-5 rule or invent a daily hour range for every
individual agent.
Common questions
Can a Texas member be the registered agent? Yes, if the member is an
individual Texas resident who consented. The LLC itself cannot be its own
entity agent.
When does an agent resignation take effect? On the 31st day after the
Secretary of State receives the compliant notice, not on the day the agent
mails notice to the LLC.
Who may accept service for an organization agent? Any employee of the
organization who is at the registered office during normal business hours.
Does losing the agent prevent service? No. Section 5.251 makes the Secretary
of State the fallback agent when the LLC has no maintained agent or the agent
cannot be found with reasonable diligence.
Statutes and sources
- Tex. Bus. Orgs. Code § 3.005(a)(5) — initial office street address and
agent name in the certificate of formation.
https://tcss.legis.texas.gov/resources/BO/htm/BO.3.htm (accessed 2026-07-27) - Tex. Bus. Orgs. Code §§ 5.201 to 5.2011 — continuous duty, eligibility,
consent, common address, office type, organization hours, and affirmation.
https://tcss.legis.texas.gov/resources/BO/htm/BO.5.htm (accessed 2026-07-27) - Tex. Bus. Orgs. Code §§ 5.202 to 5.208 — changes, notice, resignation,
rejection, duties, false appointment, and liability boundaries.
https://tcss.legis.texas.gov/resources/BO/htm/BO.5.htm (accessed 2026-07-27) - Tex. Bus. Orgs. Code §§ 5.251 to 5.252 — automatic Secretary-of-State
fallback and service mechanics.
https://tcss.legis.texas.gov/resources/BO/htm/BO.5.htm (accessed 2026-07-27) - Tex. Bus. Orgs. Code §§ 11.251 to 11.253 — 90-day cure, termination, and
reinstatement.
https://tcss.legis.texas.gov/resources/BO/htm/BO.11.htm (accessed 2026-07-27)
Source links
Every statute quoted above, linked, with the date we checked it.
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