Authority/Reference(s) Business Organization Code
Revision Date June 10, 2015

Policy

DFPS must verify and document the legal name of an entity for all contractors doing business in Texas.  Governmental entities such as counties and universities are exempt from this check. The check must be conducted and documented prior to contract execution, but no earlier than 90 days before the effective date of the contract. 

DFPS will only contract with a legal entity which clearly establishes its identity as one of the following:

Table A: Categories of Businesses

Column A: Does Not File

Column B: Must File

Column C: May File

State agency/state university

Local government

Limited partnership

Business corporation

Limited liability company

Professional corporation

Professional association

Nonprofit corporation

Individual (human being) /sole proprietorship

General partnership

Out of State Entity that is substantially the same as above (except professional corporations and professional associations)

Other (consult with Legal)

Column A: Does Not File

Local governmental entities may include counties, cities, councils of government, housing authorities, etc.

Column B: Must File

These entities must file their articles with the Secretary of State in order to exist as a business entity. 

Column C: May File

These entities may file articles or certifications with the Texas Secretary of State.  However, because they are not required to file, these entities may or may not be listed in the Secretary of State's system, SOSDirect.

Out-of-State entities

Out of state entities that are similar to limited partnership, business corporations, limited liability company, or nonprofit corporation, are required to obtain an application for registration from the Texas Secretary of State before transacting business in Texas. 

Out of state entities that intend to conduct business in Texas must also complete and submit the Out of State Contractor Certifications Form 4735 to the contract manager.  Foreign professional corporations and foreign professional associations may not contract with DFPS

Corporations

Certain contracts may be limited to certain entities. Some entities may be defined as corporations based on legal statutes.  An entity that refers to identifies as one of the categories listed in Table A may be considered a corporation based on another statute.  State agencies/universities, local government, limited partnerships, individual/sole proprietors, and general partnerships are never called corporations.

Requirements

Assumed Name (DBA or doing business as):  A name, other than the legal or fictitious name, used by a corporation, limited liability company, limited partnership, or registered limited liability partnership  to do business.  The assumed name or DBA is filed with the Secretary of State Office.

Legal Entity: An individual or organization which is legally permitted to enter into a contract, and be sued if it fails to meet its contractual obligations.

Legal name vs. Assumed name

DFPS only contracts with an entity in its legal name.  However, an assumed name may be added as a DBA in the contract following the legal name. 

  • The legal name of limited partnerships, business corporations, limited liability corporations, professional corporations, professional associations, and non-profit corporationsand the similar out of state entities is the name listed by the Texas Secretary of State
  • The legal name of an individual (sole proprietor) is the individual's own full name. 
  • The legal name of a general partnership includes the full name of all partners unless the general partnership has filed articles with the Texas Secretary of State creating a different legal name.  For the purpose of entering into a contract with DFPS, all partners in a general partnership must provide the partnership agreement stating that they are in a partnership.
  • Nongovernmental entities may operate under an assumed name, but must file the name either with the Texas Secretary of State, local county clerk office, or both.
The following types of entities are required to file an assumed name certificate with the county clerk in each county in which a business office is or will be maintained. If the person does not maintain a business office in Texas, then in each county in which the person conducts business.
  • Sole proprietorships
  • General partnerships or joint ventures
  • Estates
  • Real estate investment trusts
  • Any other type of business entity not included above or those listed below as filing with the secretary of state.

The following types of entities are required to file an assumed name certificate both with the Secretary of State and with the appropriate county clerk.Entities that are required to maintain a registered agent file in the county where the entity’s principal office is located (if in Texas), or where the registered office is located (if outside of Texas).
  • Corporations (for-profit, nonprofit and professional) or other incorporated entities
  • Limited liability companies (including professional limited liability companies)
  • Limited partnerships
  • Professional associations
  • Limited liability partnerships
  • Foreign filing entities

Additional information can be found at the Texas Secretary of State.