How to File a Texas Certificate of Formation: LLC or Corporation

To file a Texas Certificate of Formation, download the Secretary of State form that matches your entity type (Form 201 for a for-profit corporation, Form 205 for an LLC, Form 202 for a nonprofit), fill in the required information about the entity, its registered agent, and its organizers, and submit it with the filing fee: $300 for a for-profit corporation or LLC, $25 for a nonprofit. You can file online through SOSDirect, upload a completed form through SOSUpload, or mail a paper copy to Austin. Once the Secretary of State accepts the filing, your entity legally exists.

Pick the Right Form for Your Entity Type

The Business Organizations Code recognizes several entity types, and the Secretary of State publishes a separate form for each. Filing the wrong one gets your submission rejected, so confirm your entity type first.

Specialized entities — professional corporations, limited partnerships, cooperatives, real estate investment trusts, and public benefit corporations — use their own designated forms and carry supplemental requirements under Chapter 3 of the code.2Justia. Texas Business Organizations Code Title 1 Chapter 3 Subchapter A – Formation, Existence, and Certificate of Formation3State of Texas. Texas Business Organizations Code Section 3.007 – Supplemental Provisions Required in Certificate of Formation of For-Profit or Professional Corporation

Clear Your Entity Name Before Filing

The name on your certificate must be distinguishable from every other entity already on file with the Secretary of State. Run a preliminary check through the SOSDirect database; the search costs $1.00 and the system is available around the clock.

The name must also carry an organizational designator that identifies the entity type. Corporations use “Corporation,” “Corp.,” “Inc.,” or “Incorporated”; LLCs use “Limited Liability Company” or “LLC.” A clean SOSDirect result is not a guarantee. The Secretary of State makes the final call when it reviews your filing, so if you want a name locked in before your certificate is ready, file a name reservation application for a $40 fee.4State of Texas. Texas Business Organizations Code Section 4.151 – Filing Fees All Entities

Information Every Certificate Must Contain

Regardless of entity type, the Business Organizations Code requires a core set of information on every certificate:5State of Texas. Texas Business Organizations Code Section 3.005 – Certificate of Formation

  • The full legal name of the entity with the proper designator, and a statement of the entity type.
  • The entity’s purpose. Most filers use a general-purpose clause such as “for the transaction of any and all lawful business,” which is allowed for every entity type except limited partnerships.
  • Duration, if the entity will not exist indefinitely. Leaving this blank makes the entity perpetual.
  • The name of the initial registered agent and the street address of the registered office.
  • The entity’s initial mailing address.
  • The name and address of each organizer.

What Corporations Must Add

A for-profit corporation’s certificate has to define its share structure. At minimum, it must authorize one or more classes of shares with unlimited voting rights and one or more classes entitled to receive the corporation’s net assets on wind-down. Those can be the same class. If you authorize more than one class or series, the certificate must spell out the designations, preferences, limitations, and relative rights of each.6State of Texas. Texas Business Organizations Code Chapter 21 – For-Profit Corporations

The certificate must also list the name and address of every initial director and the total number of them. Those directors serve until the first annual shareholder meeting and until successors are elected.

What LLCs Must Add

An LLC’s certificate must state whether the company will be managed by managers or by its members.7State of Texas. Texas Business Organizations Code Chapter 3 – Formation and Governance If it is manager-managed, list the name and address of each initial manager. If it is member-managed, list the name and address of each initial member instead.8State of Texas. Texas Business Organizations Code Chapter 101 – Limited Liability Companies This choice controls governance going forward, so decide before you file.

Designate a Registered Agent and Office

Every filing entity must continuously maintain a registered agent and registered office in Texas.9State of Texas. Texas Business Organizations Code Section 5.201 – Designation and Maintenance of Registered Agent and Registered Office The agent receives legal documents, such as lawsuits and official notices, on behalf of the entity. It has to be a Texas resident who consents to serve, or a business entity authorized in the state that consents to serve. You can serve as your own agent if you have a qualifying Texas address, or you can hire a commercial service.

The registered office has to be a street address where the agent can be personally served. A mailbox service or a telephone answering service does not qualify.

The agent must consent in writing or electronically before you name them. The Secretary of State publishes a standard consent form (Form 401-A), but you are not required to use it. Any written consent that includes the entity name, the agent’s name, an express statement of consent, the agent’s signature, and the date will do.10Legal Information Institute. 1 Texas Administrative Code 79.29 – Consent to Serve as Registered Agent Keep the signed consent in your business records; you do not file it with the Secretary of State.

How to Submit the Certificate

The Secretary of State accepts filings through three channels:11Office of the Texas Secretary of State. Filing Options

  • SOSDirect, the online portal. You complete the form on the website and pay by credit card. This is the fastest route. Electronic signatures are legally binding, and you need a free SOSDirect account.
  • SOSUpload, which lets you upload scanned copies of a completed paper form for staff review. Also requires a SOSDirect account, and useful when your form is not available for direct online filing.
  • Mail. Send physical copies to the Secretary of State’s office in Austin and include payment by check.

The standard fee is $300 for a for-profit corporation or LLC and $25 for a nonprofit corporation.4State of Texas. Texas Business Organizations Code Section 4.151 – Filing Fees All Entities If you want the Secretary of State to review a draft before you formally submit, preclearance is available for an additional $50.

You can pick a delayed effective date if you do not want the entity to come into existence the moment the filing clears. That date cannot be more than 90 days after the certificate is signed.12State of Texas. Texas Business Organizations Code Section 4.052 – Delayed Effectiveness of Certain Filings

Expedited Processing

As of October 2025, three tiers of expedited service are offered on top of the standard filing fee:13Office of the Texas Secretary of State. Introducing Texas Express Expedited Business Filings

  • Same-day service for $750. Filings received by noon are processed by close of business the same day.
  • Next-day service for $500. Filings received by noon are processed by close of business the following business day.
  • Standard expedited service for $50, typically processed in two to three business days.

Expedited service speeds up review but does not guarantee approval. The Secretary of State still checks the filing for compliance. Business days exclude weekends and holidays.

Confirmation of Formation

When the filing is accepted, the Secretary of State issues an official acknowledgment confirming the entity’s legal existence and the effective date of formation. Keep this document in your permanent records. You will need it to open business bank accounts, apply for licenses, and prove your entity’s identity to third parties.

What to Do After the Filing Is Approved

Filing the certificate creates the entity. A few steps immediately follow.

Get a Federal EIN

Most new entities need a federal Employer Identification Number from the IRS to file tax returns, open bank accounts, and hire employees. Apply online at IRS.gov/ein at no cost; the number is typically issued immediately. Fax and mail applications are available using Form SS-4.14Internal Revenue Service. What Businesses Should Know About Getting an Employer Identification Number The application asks for a “responsible party,” meaning a person who controls the entity and its assets.

Adopt Bylaws or a Company Agreement

The certificate establishes the entity but does not contain the operating rules the business needs day to day.

For a corporation, the board of directors adopts initial bylaws covering meeting procedures, officer roles, and voting requirements. Bylaws cannot conflict with the certificate of formation or state law.

For an LLC, the equivalent is a company agreement (sometimes called an operating agreement). Texas law defines this broadly, allowing it to be written, oral, or implied by conduct.8State of Texas. Texas Business Organizations Code Chapter 101 – Limited Liability Companies Put it in writing anyway. It governs member relationships, profit distribution, and management authority, and banks and investors typically ask for a written agreement before they will work with the LLC.

Federal Beneficial Ownership Reporting

Under a March 2025 FinCEN interim final rule, entities formed in the United States are exempt from beneficial ownership information reporting under the Corporate Transparency Act. Only entities formed under foreign law and registered to do business in a U.S. state are currently required to file.15FinCEN.gov. Beneficial Ownership Information Reporting A domestically formed Texas entity does not owe FinCEN a beneficial ownership report under the current rule.

Calendar the Franchise Tax Deadline

Texas imposes a franchise tax on most entities formed or doing business in the state, and the obligation starts the moment the entity exists. The annual report is due each year by May 15.16Texas Comptroller of Public Accounts. Franchise Tax For the 2026 report year, entities with total revenue at or below $2.65 million owe no tax but may still need to file a no-tax-due report.17Texas Comptroller of Public Accounts. Texas Franchise Tax Report Forms for 2026

Missing the deadline is costly. The Comptroller can forfeit the entity’s right to do business in Texas, which strips it of the ability to sue or defend in a Texas court, and directors and officers of a forfeited corporation can become personally liable for corporate debts.18State of Texas. Texas Tax Code Section 171.252 – Effects of Forfeiture Put May 15 on the calendar starting the first full year after formation, and file electronically through the Comptroller’s website to avoid processing delays.