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Corporate governance for a privately held Texas company is the routine work of keeping its records, decisions and state filings in order. It matters most when a bank, lender or buyer relies on those records.
Texas law doesn't make owners personally liable just because a company skipped a meeting or other formality, as our article on why corporate formalities matter explains. Good records still prove who has authority and head off disputes among owners.
What We Keep Current
Governing Documents
Company agreements, bylaws and shareholder agreements that match the current owners.
Consents and Minutes
Signed records of the decisions owners, managers and directors make.
Officers and Managers
Appointments, resignations and signing authority that banks can rely on.
State Filings
The annual Comptroller reports and registered agent changes with the Secretary of State.
Records, Consents and Appointments
Texas law requires every Texas LLC and corporation to keep books and records of account and a current record of its owners' names and mailing addresses. A corporation must also keep minutes of owner and board proceedings, while an LLC needs minutes only if its governing documents require them.
Written Consents
Approvals of loans, leases, acquisitions, new owners and distributions.
Annual Meetings or Consents
Electing directors, or managers if the company agreement calls for it. Our article on annual meetings covers the rules.
Officer Changes
Appointments and resignations made the way the governing documents provide.
Current Agreements
Amendments to the company agreement, bylaws or shareholder agreement when owners join or leave.
The Annual Comptroller Reports
Each year by the Comptroller's due date, unless it obtains an extension, a Texas LLC or corporation with annualized total revenue above the no-tax-due threshold files a franchise tax report and pays any tax due. Every LLC and corporation also files a Public Information Report, which lists its officers, directors and managers and is forwarded to the Secretary of State. It can be filed through the Comptroller's Webfile system or by mail.
If a report isn't filed or the tax isn't paid within a set period after a notice of forfeiture, the Comptroller forfeits the company's right to do business in Texas. While forfeited, it can't bring or defend a lawsuit in a Texas court, and the people running it can become personally liable for some company debts. If it doesn't revive its rights within a further set period, the Secretary of State can forfeit its charter or registration.
To reinstate, the company files every overdue report and pays the tax, penalties and interest. If the charter was forfeited, it then obtains a tax clearance letter from the Comptroller and files an application for reinstatement with the Secretary of State, adopting a new name at the same time if its old one has been taken.
How an Annual Review Works
Review the Records
We read the governing documents, ownership records and last year's consents.
Catch Up the Year
We prepare consents for decisions that were made but never documented.
Update the Agreements
We amend documents that no longer fit the owners or the business.
Confirm the Filings
We coordinate the Comptroller reports with the company's CPA.
Frequently Asked Questions
Have a question that isn't answered here? Call us at (817) 631-8842 or send a message.
Ask a QuestionDoes a company that owes no franchise tax still have to file anything?
Yes. A Texas LLC or corporation with revenue at or below the no-tax-due threshold doesn't file a No Tax Due Report, but it still must file a Public Information Report each year. Missing that report can cost the company its right to do business in Texas.
Do we still need to file a beneficial ownership report with FinCEN?
Not if the company was formed in the United States. FinCEN has exempted U.S. companies from the reporting requirement. A company formed abroad that registers to do business in Texas may still have to report, though not its U.S. owners.
Can owners sign a written consent instead of holding a meeting?
Usually, yes. Texas lets shareholders, directors, members and managers act by unanimous written consent. Less than unanimous consent works for a corporation's shareholders only if the certificate of formation allows it, and for an LLC's members and managers when signed by the votes a meeting would require.
How do we change our registered agent or registered office?
File a statement of change with the Texas Secretary of State. The new agent must consent to serve, and the registered office must be a Texas street address where the agent can be served, not just a mailbox or answering service. The Public Information Report can't make this change.
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