How to Fill Out Texas Form 205: Certificate of Formation for an LLC

To fill out Texas Form 205, you complete five short articles on the Certificate of Formation for a Limited Liability Company: the LLC’s name, its registered agent and registered office, its management structure with the initial managers or members, its purpose, and the organizer’s signature with an effective date.¹ The filing fee is $300, and you can submit it online through SOSDirect, upload a completed PDF through SOSUpload, or mail two signed copies to the Secretary of State in Austin.

Form 205 is specifically for LLCs under the Texas Business Organizations Code. A for-profit corporation uses Form 201, and a nonprofit uses Form 202. If you’re forming anything other than an LLC, stop and pull the right form.

Article 1: The LLC’s Name

Write the exact legal name of the LLC, including an organizational designation. Acceptable designations are “Limited Liability Company,” “LLC,” or “L.L.C.”

The name has to be distinguishable in the Secretary of State’s records from every existing filing entity, registered foreign entity, reserved name, and registered name.² Distinguishable is a higher bar than different. Adding a comma or swapping “LLC” for “L.L.C.” won’t clear a conflict if the underlying name is the same as an existing entity’s. Search the Secretary of State’s online database through SOSDirect before you fill this in. Name conflicts are one of the most common reasons filings get rejected.

Reserving the Name First

If you want to lock in a name but aren’t ready to file Form 205, submit Form 501. The reservation costs $40 and lasts 120 days.³ When you later file Form 205, include the reservation certificate so the Secretary of State matches the two filings. This step is optional; if you’re filing the certificate now, skip it.

Article 2: Registered Agent and Registered Office

Every Texas LLC must name a registered agent to accept legal papers, including lawsuits and state notices. Form 205 gives you two choices. Under Option A, the agent is an organization authorized to do business in Texas; you enter the organization’s name. Under Option B, the agent is an individual who resides in Texas; you enter that person’s name. The LLC you’re forming cannot serve as its own registered agent.⁴

The registered office address has to be a physical Texas street address where someone can personally deliver documents during normal business hours. A P.O. box, mailbox service, or telephone answering service is not acceptable.⁴ The office does not have to be where the business operates; it just has to be a real address where the agent can actually be reached.

Article 3: Management Structure

Article 3 asks you to pick how the LLC will be run and then list the initial people in charge. There are two options.

Option A is manager-managed. One or more managers, who may or may not be members, run the business. Members who aren’t managers generally can’t bind the LLC or make day-to-day decisions without written authorization. This structure fits businesses with passive investors or a deliberate separation between ownership and operations.

Option B is member-managed. All members share management authority and can act on behalf of the LLC. This is simpler and works when everyone involved intends to be active in running the company.

After selecting A or B, list the name and address of each initial manager (for Option A) or each initial member (for Option B).⁴ These names become part of the public record. If the form runs out of space, attach a sheet in the same format.

Article 4: Purpose

Article 4 is pre-filled. It states that the LLC is formed “for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.”¹ For most businesses, leave it alone.

Add specific purpose language only if you need it. Professional licensing boards and the IRS (for tax-exempt status under the Internal Revenue Code) sometimes require the certificate of formation to spell out a specific purpose. Put that language in the supplemental provisions section rather than editing the pre-filled Article 4.⁴

Supplemental Provisions

The form includes a blank section for optional provisions that go beyond the standard five articles. Common additions:

Duration. Texas LLCs exist perpetually by default. If you want automatic dissolution on a specific date or after a set term, state it here.⁴
Specific purpose language for a licensed entity or a planned tax-exempt filing.
Governance rules such as voting thresholds, member withdrawal terms, or restrictions on transferring membership interests.

Anything in the certificate of formation is public and can only be changed later by filing an amendment (Form 424). Most organizers keep the certificate lean and put detailed governance in the company agreement, which stays private.

Organizer Signature and Effective Date

The organizer signs Form 205. The organizer is the person responsible for filing the certificate and does not have to be a member or manager. The form carries a statement that the signer is subject to penalties for submitting a materially false or fraudulent document.

Then pick when the LLC comes into existence. Option A makes the certificate effective on the date the Secretary of State files it. Option B lets you choose a future effective date up to 90 days after signing.¹ A delayed date is useful for aligning the start with a fiscal year, a lease, or a launch. Most filers pick Option A.

Submitting the Form and Paying the Fee

The filing fee is $300 through every channel.¹

SOSDirect is the online option and the one the Secretary of State’s office encourages for faster processing. You’ll create a free account and fill out Form 205 on the platform. Credit card payments carry a statutory convenience fee of 2.7 percent, which adds about $8. A pre-funded SOSDirect account avoids that fee.⁵

SOSUpload takes a completed PDF, which is useful when an attorney prepared the document or you want to include attachments. You still need a SOSDirect account to reach it.⁵

By mail, send two signed copies with a check or money order for $300 payable to the Secretary of State:

Secretary of State
P.O. Box 13697
Austin, TX 78711-3697⁶

Mail turnaround runs weeks rather than days. If timing is tight, add $50 per document for standard expedited processing, which typically runs two to three business days, with faster tiers available at higher fees.⁷

Common Reasons Filings Get Rejected

Before you send Form 205 in, run through the mistakes that most often bounce a filing back:

A name that conflicts with an existing entity or isn’t distinguishable in the state’s records.
A registered office address that reads as a P.O. box or mailbox service.
Missing the organizer’s signature.
Wrong fee amount, or a check that doesn’t clear.

If the Secretary of State rejects the filing, you’ll receive a notice explaining what needs to change. Fix the issue and resubmit; expect to pay the filing fee again. Once the certificate is approved, you’ll receive a Certificate of Filing as official proof the LLC exists. If you filed electronically, it lands in your SOSDirect account; mail filers receive it by regular mail. Keep that document with your formation records because you’ll need it to open a business bank account and apply for licenses.

1
Texas Secretary of State. Form 205 – Certificate of Formation Limited Liability Company
2
State of Texas. Texas Business Organizations Code Section 5.053
3
Texas Secretary of State. Form 501 – Application for Reservation or Renewal of Reservation of an Entity Name
4
Office of the Texas Secretary of State. Form 205 – Instructions for Certificate of Formation – Limited Liability Company
5
Office of the Texas Secretary of State. Filing Options
6
Texas Secretary of State. Contact the Agency
7
Office of the Texas Secretary of State. Introducing Texas Express Expedited Business Filings