Bruno’s Place Becomes an LLC

After trying and trying to find a place to lease in or near Dallas’ Bishop Arts district, Rochelle, my wife, struck gold. She found a perfectly suited spot at 1019 W. Bishop Avenue. So it was time to get Bruno’s Place LLC organized.

We don’t anticipate investors, at least right now. So we decided on the LLC format. As explained in other posts and at my presentations at The Grove, the LLC format is better suited if you don’t anticipate investors or you are a small group of sophisticated businesspeople. If you do want to raise money, the corporate format, especially the Delaware corporation, is best.

The Texas Secretary of State operates an efficient website where you can organize your business online and nearly instantly. It is called SOSDirect. As an attorney, I have an account there, but anyone can use the system. To set up an LLC (or a corporation, for that matter) you will need to charge $300 on a credit card.

Secretary of State Direct

I navigated through the various screens, all of which are straightforward, except that I wanted to add benefit corporation language. Texas doesn’t have a benefit corporation statute, but it does have “social purpose” legislation which tracks the benefit corporation provisions. The benefit corporation people assured me that we would be eligible for B Corp certification if we had the correct language in our Certificate of Formation, regardless of Texas law, so I included the following:

Bruno’s Place LLC shall operate under the standards required of a Benefit Corporation, and in particular, the standards required for certification as a “B Corp” by B Lab, a non-profit organization dedicated to using the power of business as a force for good.

Bruno’s Place LLC shall operate in a such a way as to create and enhance the general public benefit, meaning a material, positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from its business and operations. Specifically, Bruno’s Place LLC shall seek to protect and restore the environment.

The Managers of Bruno’s Place LLC shall consider the general and specific social purposes stated in this Certificate of Formation in discharging their duties. No fiduciary duty to Members shall be violated by such considerations even if decisions based on such considerations result in reducing the amount of profit from the operation of Bruno’s Place LLC.

DO NOT blindly copy this language for yourself. Each business is different. The Grove and I are preparing a workshop where we can get people organized with appropriate B Corp language. Please stay tuned and plan on coming. We’ll figure it out on the spot and provide you with some language.

Once we filled out the form and clicked “send,” we became an LLC after the Secretary of State approved. That took about two hours. Texas is, after all, friendly toward business. We want Texas to be friendly toward benefit corporations, too.

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