Tex. Codes » Business Organizations Code · TITLE 1. GENERAL PROVISIONS · CHAPTER 3. FORMATION AND GOVERNANCE
Texas Codes

Tex. Bus. Orgs. Code § 3.001 (2026)

Formation And Existence Of Filing Entities

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Sec. 3.001. FORMATION AND EXISTENCE OF FILING ENTITIES. (a) Subject to the other provisions of this code, to form a filing entity, a certificate of formation complying with Sections 3.003, 3.004, and 3.005 must be filed in accordance with Chapter 4.

(b) The filing of a certificate of formation described by Subsection (a) may be included in a filing under Chapter 10.

(c) The existence of a filing entity commences when the filing of the certificate of formation takes effect as provided by Chapter 4.

(d) Except in a proceeding by the state to terminate the existence of a filing entity, an acknowledgment of the filing of a certificate of formation issued by the filing officer is conclusive evidence of:

(1) the formation and existence of the filing entity;

(2) the satisfaction of all conditions precedent to the formation of the filing entity; and

(3) the authority of the filing entity to transact business in this state.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Notes of Decisions
Cited in 3 cases (3 in the last 5 years), 2021–2026 · leading case: Texas Underground v. Sw. Bell Tel., No. 01-19-00814-CV (Tex. App.—Houston [1st Dist.] Aug. 3, 2021).
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Texas Underground v. Sw. Bell Tel., No. 01-19-00814-CV (Tex. App.—Houston [1st Dist.] Aug. 3, 2021). “See TEX. BUS. ORGS. CODE ANN. § 3.001; see also Willis v.”
Shufood LLC v. Rong Liu, No. 01-21-00463-CV (Tex. App.—Houston [1st Dist.] Oct. 31, 2024). “See TEX. BUS. ORGS. CODE § 3.001(c) (“The existence of a filing entity commences when the filing of the certificate of formation takes effect as provided by Chapter 4.”
East Texas Machining & Mfg., LLC v. STV Engine 001, LLC, No. 24-06043 (Bankr. E.D. Tex. Jan. 29, 2026). “16 See Tex. Bus. Orgs. Code §§ 3.001 and 3.005. In Texas, errors in a debtor’s name may alter the effectiveness of a financing statement.”
Tex. Bus. Orgs. Code § 3.001(c): 1 case
Shufood LLC v. Rong Liu, No. 01-21-00463-CV (Tex. App.—Houston [1st Dist.] Oct. 31, 2024). “See TEX. BUS. ORGS. CODE § 3.001(c) (“The existence of a filing entity commences when the filing of the certificate of formation takes effect as provided by Chapter 4.”
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