Texas Certificate of Formation (Form 205) — Filing Guide

The Certificate of Formation is the official document that creates your LLC under Texas law. Unlike most states that use "Articles of Organization," Texas calls this document the Certificate of Formation, governed by the Texas Business Organizations Code. Filing this with the Texas Secretary of State is the legal act of formation — everything else (operating agreement, EIN, bank account) comes after. The filing fee is $300.

What the Certificate of Formation Includes

Every Texas LLC must include the following information on Form 205 :

Required fields per the Texas Business Organizations Code:

1. Entity type — Limited Liability Company
2. LLC Name — Must include "Limited Liability Company," "LLC," "L.L.C.," "Limited Company," "LC," or "L.C." and be distinguishable from existing entities on the Secretary of State records
3. Registered Agent — Full legal name of the registered agent
4. Registered Office Address — Physical Texas street address (no PO boxes) where the agent can be found during business hours
5. Governing Authority — Names and addresses of initial managers (if manager-managed) or members (if member-managed)
6. Management Structure — Whether the LLC is member-managed or manager-managed
7. Purpose — The purpose for which the entity is formed (most filers use "any lawful purpose" or "the transaction of any or all lawful business")
8. Duration — Perpetual (most common) or a specific dissolution date
9. Organizer — Name and address of the person filing the certificate

Optional supplemental provisions:

• Specific business purpose limitations
• Series LLC designation (must be stated in the certificate per the Texas Business Organizations Code)
• Additional member/manager information
• Professional LLC designation (for licensed professions)

How to File

Online via SOSDirect (recommended):

1. Go to https://direct.sos.state.tx.us/
2. Create an account or log in
3. Select "SOSDirect" then "Formations" then "Domestic Limited Liability Company"
4. Complete Form 205 using the guided online interface
5. Pay the $300 filing fee by credit card, debit card, or SOSDirect account
6. Submit — you will receive a confirmation number immediately
7. The filed Certificate typically appears in the SOSDirect database within 5-7 business days

Processing time: 5-7 business days standard

By mail:

• Download Form 205 from https://www.sos.texas.gov/corp/forms/205_boc.pdf
• Complete the form (typed or legibly printed in black ink)
• Sign the form (organizer signature required)
• Mail with a check or money order for $300 payable to "Secretary of State" to: Secretary of State, P.O. Box 13697, Austin, TX 78711-3697
• Processing time: 2-3 weeks

In person:

• Bring the completed Form 205 and $300 fee to: James Earl Rudder Office Building, 1019 Brazos Street, Austin, TX 78701
• Same-day or next-day processing may be available

Certificate of Formation vs. Other Documents

Common Mistakes to Avoid

1. Calling it "Articles of Organization" — Texas uses "Certificate of Formation." While the SOS may still process a filing with the wrong title, using the correct terminology avoids confusion and potential delays.
2. Using a PO box for the registered agent address — Texas BOC requires a physical street address where documents can be hand-delivered during business hours.
3. Forgetting the LLC designator — Your exact legal name must include "LLC," "L.L.C.," "Limited Liability Company," "LC," "L.C.," or "Limited Company."
4. Not including governing authority — Form 205 requires the names and addresses of initial managers (manager-managed) or members (member-managed). Leaving this blank will result in rejection.
5. Choosing the wrong management structure — Member-managed is standard for owner-operated businesses. Only choose manager-managed if you have passive investors who will not participate in daily operations.
6. Not declaring Series LLC in the certificate — If you want a Series LLC, you must include the required series provisions in the original Certificate of Formation per the Texas Business Organizations Code. You cannot add series capability later without amending.

Cost

• Filing fee: $300 (non-refundable, even if rejected)
• Certified copy: $15 (optional — provides an official stamped copy)
• Certificate of Filing: $15 (optional — formal proof of filing)
• Expedited processing: varies (check SOSDirect for current fees)

After Filing

Once your Certificate of Formation is approved, the Secretary of State stamps and files it. Your LLC legally exists as of the effective date on the certificate. Next steps:

1. Create your operating agreement — define member rights and management rules
2. Get your EIN — needed for bank accounts and taxes
3. Open a business bank account — separate personal and business finances
4. File your first Franchise Tax Report and Public Information Report with the Texas Comptroller (due May 15 following the year of formation)
5. Understand your ongoing compliance requirements

FAQ

What is the difference between a Certificate of Formation and Articles of Organization?

They serve the same purpose — creating an LLC — but Texas uses "Certificate of Formation" while most other states use "Articles of Organization." If you see references to "Articles of Organization" for Texas, they are referring to this same document by a less precise name. The official Texas form is Form 205, Certificate of Formation.

Can I amend my Certificate of Formation after filing?

Yes. File a Certificate of Amendment (Form 424) with the Texas Secretary of State. The filing fee is $150. Common amendments include name changes, management structure changes, registered agent changes, or adding series LLC provisions.

How soon after filing is my LLC legally active?

Your LLC exists on the effective date stated in your Certificate of Formation. If you specify the filing date (most common), your LLC is legally active once the Secretary of State approves and files the document. If you specify a future date (up to 90 days out per the Texas Business Organizations Code), the LLC begins on that date regardless of when it is processed.

Can I form a Texas LLC without Form 205?

No. Form 205 is the Secretary of State's prescribed template for LLC certificates of formation. You may draft your own certificate that includes all information required by the Texas Business Organizations Code, but using Form 205 ensures nothing is missing and avoids rejection.