A letter of consent for a Texas LLC is a notarized statement from an existing business entity giving your proposed LLC permission to register a name the Secretary of State considers too close to theirs. Texas requires every new entity name to be distinguishable from names already on file, and when your preferred name sits too near an existing one, the Secretary of State will reject your Certificate of Formation unless this consent comes in with it. The state publishes an official version, Form 509, so you don’t have to draft the language yourself.
When You Need Consent
Texas Business Organizations Code Section 5.053 requires every filing entity’s name to be distinguishable in the Secretary of State’s records from the name of any existing filing entity, any foreign entity registered in Texas, any registered series of a Texas LLC, and any active name reservation or registration. If your proposed LLC name isn’t distinguishable from one of those, the Secretary of State will not approve your formation without written consent from the entity that holds the existing name.
Before you request consent from anyone, check whether consent is even the right tool. The Texas Administrative Code draws a line between names that are merely “similar” to an existing name and names it treats as “the same.” Consent fixes the first problem. It cannot fix the second.
Similar Names That Consent Can Clear
Under 1 Texas Administrative Code Section 79.40, two names are considered similar, and can coexist with consent, in situations like these:
- They differ only in the entity-type designator. “Sampson, Inc.” is available with consent from “Sampson, PLLC.”
- They differ only in a common abbreviation. “Smith Brothers Plumbing” is available with consent from “Smith Bros. Plumbing,” and “United States Enterprises” is available with consent from “U.S.A. Enterprises.”
- They differ only in singular versus plural form. “On the Banks” is available with consent from “On the Bank.”
- They differ only by adding or dropping a state attached to a city name. “Resources of Austin, Texas” is available with consent from “Resources of Austin.”
Names That Consent Cannot Fix
Section 79.38 also identifies differences the state treats as legally meaningless, which push a name past “similar” into “the same.” Adding or removing articles like “the” doesn’t make a name distinguishable, so “Texas Cowboys” is the same as “The Texas Cowboys.” Swapping a numeral for its spelled-out form doesn’t either, so “One World” is the same as “1 World.” Writing out an entity designator rather than abbreviating it changes nothing, so “ABC, LLC” is the same as “ABC Limited Liability Company,” and “Love Foundation” is the same as “Love Foundation, Inc.” If your proposed name falls on that side of the line, no consent letter will help. You’ll need to pick a different name.
What Form 509 Requires
Form 509, “Consent to Use of Similar Name,” is available on the Secretary of State’s website and asks for only three things:
- The name and file number of the entity holding the existing name.
- The exact proposed name your LLC wants to use.
- The signature of the person who holds the existing name, or someone authorized to act for the entity that holds it.
The signature has to be notarized. This is where most consent filings go wrong. An unnotarized form will not be accepted, and there is no workaround in the Secretary of State’s instructions. If the entity granting consent is out of state, allow time for them to find a notary and get the signed form back to you.
Pay attention to who signs. If the existing name belongs to an entity rather than an individual, only someone with authority to act for that entity can sign. For a corporation that typically means an officer or director; for an LLC, a manager or managing member. A signature from the wrong person can get the consent rejected even if everything else is in order.
Filing the Consent With Your Formation Paperwork
Form 509 must be submitted together with the filing that triggers the name conflict. For a new LLC, that is the Certificate of Formation, Form 205, which carries a $300 filing fee. The Secretary of State’s instructions are explicit: if the written consent isn’t included with the relevant filing instrument, the office will not take it into consideration. Sending it separately, before or after, doesn’t count. You can file online through SOSDirect and upload the notarized consent as an attachment, or submit the package by mail to the Secretary of State’s office in Austin.
How To Ask the Other Entity
Start with a name availability search on the Secretary of State’s website to identify the entity that holds the conflicting name. The search results show the entity’s name, file number, and registered agent, which gives you a way to make contact.
No one is required to grant consent. Keep the request short and professional, explain that Texas treats the two names as similar rather than identical, and send a pre-filled Form 509 that the signer only needs to execute and notarize. If you’re asking a favor, don’t hand the other side a paperwork project.
If Consent Is Refused or Ignored
If the other entity says no or doesn’t respond, the cleanest path forward is a different name. Adding a meaningful word, not just a different entity designator or an abbreviation swap, is usually enough. “Prime Property Realty” may be too close to “Prime Property Services,” but “Magnolia Prime Property Realty” would likely clear the distinguishability bar because the added word changes the overall impression.
If you want to lock in a name while you keep trying for consent, you can reserve it for 120 days by filing Form 501 and paying a $40 fee. The reservation holds the name against later filers, but it doesn’t override the consent requirement. When you eventually file your Certificate of Formation, the notarized Form 509 still has to be in the envelope.
Mistakes That Get Consent Filings Rejected
A few errors come up again and again:
- Skipping notarization. The most common reason consent is rejected.
- Mailing or uploading the consent separately from the Certificate of Formation instead of as a single package.
- Assuming consent can rescue a name the state considers “the same” as an existing name rather than merely similar.
- Getting a signature from someone who lacks authority to bind the consenting entity.
Any of these sends the filing back and resets your timeline. The document itself is short, but the rules around it are strict, and the Secretary of State does not treat them as formalities.