Most Texas LLCs are built wrong from day one.
Online filing services charge a few hundred dollars to push a Certificate of Formation through the Texas Secretary of State and call it a day. What they do not do is decide whether you should be an S-Corp or a C-Corp for tax, draft an operating agreement that actually reflects how the founders share control, register you with the Texas Comptroller, or build in the optionality you will need when you bring on an investor, partner, or acquirer two years from now.
The damage is invisible until something goes wrong - and by then the cost of fixing it is roughly ten times what it would have cost to set up correctly. We see this almost every week with founders who arrive after a co-founder dispute, a tax bill they did not expect, or a term sheet that will not close because the cap table is a mess.
What is included in a Sterling & Hayes formation
Entity selection & tax structure
We compare LLC, S-Corp election, C-Corp, and series LLC against your revenue profile, partner count, hiring plans, and any anticipated outside capital. The recommendation is in writing with the trade-offs spelled out.
Certificate of Formation
Drafted and filed with the Texas Secretary of State with the correct purpose clause, management structure (member-managed vs manager-managed), and registered agent designation.
Custom operating agreement
Drafted from scratch for your facts - not a template. Covers capital contributions, distributions, voting thresholds, transfer restrictions, drag-along and tag-along rights, deadlock resolution, and buy-sell on death, disability, or departure.
EIN & tax registrations
We obtain your federal Employer Identification Number, file the S-Corp election on Form 2553 if appropriate, and register the entity with the Texas Comptroller for franchise tax and sales tax where required.
Registered agent
Sterling & Hayes serves as your registered agent at our downtown Austin office for the first year at no extra cost. Service of process gets to a lawyer the same day, not into spam.
Asset protection & banking pack
Founder resolutions, banking resolutions, member certificates, and an opinion letter for your bank. You walk away with everything your CPA, banker, and future investor will ask for.
Who this is for
This service was built for the people we actually see on intake calls every week: an Austin restaurateur opening location number two, a SaaS founder hiring their fifth employee, a real-estate syndicator setting up a series LLC for a new property, a consultancy converting from a sole proprietorship before tax season. We work with single-member LLCs through founder teams of four or five.
- Single-member LLCs converting from a sole proprietorship
- Two- to five-founder startups setting up before a friends-and-family round
- Real-estate investors and syndicators using series LLCs across properties
- Service businesses and consultancies hitting the income level where S-Corp election starts to pay off
- Out-of-state founders relocating their business to Austin or expanding into Texas
Downtown Austin Office
Our four-step formation process
- Structuring call. We talk through your business, partners, revenue, hiring plans, and any outside capital you might raise. We confirm Texas LLC is the right vehicle and recommend a tax election in writing.
- Document drafting. You receive a draft Certificate of Formation and a custom operating agreement within five business days, along with a one-page summary explaining every meaningful decision.
- Filing and registration. Once you approve, we file with the Secretary of State, request your EIN, file your S-Corp election if applicable, and register you with the Texas Comptroller.
- Founder kit handoff. You receive a digital and printed founder kit with the filed certificate, operating agreement, EIN letter, banking resolutions, member certificates, and a checklist for the next 90 days.
Common scenarios we handle
The sole proprietor finally upgrading
You have been freelancing or contracting on a 1099 and your CPA told you that, above a certain income level, an S-Corp election will save you self-employment tax. We confirm the math, form the LLC, and file Form 2553 with the IRS - all within the 75-day window that makes the election retroactive to formation.
The two-founder startup pre-fundraise
You and a co-founder are building toward a friends-and-family or SAFE round. The LLC needs to be a clean vehicle that can convert to a Delaware C-Corp when an institutional investor shows up. We build the operating agreement with that conversion path explicitly in mind.
The series LLC for real estate
You are buying multiple properties and want each one isolated from the others for liability purposes without paying a state fee per LLC. The Texas series LLC is the right structure when set up correctly with separate books, separate bank accounts, and a master operating agreement that the title company will accept.
Why Sterling & Hayes
Every Texas LLC formation we file is signed by a partner who has been practicing Texas business law for at least eight years. We are not an automated filing service with a lawyer name on the website. We answer the phone, we explain trade-offs in plain English, and we build the entity in a way that holds up when a real investor or acquirer puts your documents under a microscope.
