How to Fill Out Texas LLC Certificate of Formation

Filling out the Texas LLC Certificate of Formation means working through Form 205 with the Texas Secretary of State, article by article, and submitting it with a $300 filing fee.¹ The form is short. Each field carries legal weight, though, and a wrong entry in the registered office box or name section will get the whole filing kicked back. Here is what each part asks for and how to answer it.

Article 1: The LLC Name

Article 1 asks for your LLC’s full legal name. Two rules apply. The name must be distinguishable in the Secretary of State’s records from every other entity on file, including corporations, limited partnerships, and other LLCs.² And it must end with a designator identifying it as an LLC: “Limited Liability Company,” “Limited Company,” or an abbreviation such as “LLC,” “L.L.C.,” “LC,” or “L.C.”

Check availability before filling anything out. The SOSDirect portal lets you search existing entity names for free. A name that is merely similar to one already registered can still be rejected as not distinguishable enough, so if your first choice is close to an existing entity, have a backup ready.

One boundary worth knowing. If you plan to operate publicly under a different name, that is a separate assumed name certificate (a DBA) filed after your LLC exists. It is not part of Form 205, and it provides no liability protection on its own.

Article 2: Registered Agent and Registered Office

Article 2 requires the name of a registered agent and a registered office address. The agent accepts lawsuits and official state correspondence for the LLC. The agent can be an individual who lives in Texas or a business entity authorized to do business in the state.³ You can name yourself if you are a Texas resident.

This is where most filings go wrong. The registered office must be a physical Texas address where the agent is reachable during business hours. A P.O. box will not work unless the commercial mail service running that box is itself the registered agent.⁴ Virtual office addresses get rejected too. A home address is fine, but it becomes public record.

Professional registered agent services will take on the role for a yearly fee, which is worth considering if you do not want your home address on file or if you are often unavailable during business hours.

Article 3: Management Structure

Article 3 asks whether the LLC will be managed by its members or by designated managers. You check one box. The choice shapes how the business runs, so decide before you check.

In a member-managed LLC, every owner participates in running the business and has authority to bind the company. This is the default and works for small LLCs where all owners are active. In a manager-managed LLC, decision-making is concentrated in one or more appointed managers, who can be members, outside hires, or even other companies. Members who are not designated managers generally cannot act on the LLC’s behalf. Manager-managed makes sense when some owners are passive investors or when you want a corporate-style chain of command.

Have the names and addresses ready before you start typing. If you choose manager-managed, Form 205 requires the name and address of each initial manager. If you choose member-managed, you list each initial member’s name and address instead.

Article 4: Purpose, Duration, and Mailing Address

Article 4 asks for the LLC’s stated purpose. Texas law allows a broad, catch-all statement, and that is almost always the right choice. Wording along the lines of “any lawful purpose for which a limited liability company may be organized under the Texas Business Organizations Code” covers everything without boxing you in.⁵ A narrow purpose clause can create problems if your business evolves.

The form also asks about duration. Most LLCs are perpetual, which is the default. Address duration only if you want the LLC to dissolve on a specific date, which is unusual outside joint ventures and project-specific entities.

One field that guides tend to skip: the LLC’s initial mailing address.⁵ It can be the same as the registered office or a separate address where you receive mail. A P.O. box is acceptable here, unlike in the registered office field.

Supplemental Provisions

Form 205 has a section for optional supplemental provisions covering things like ownership transfer restrictions, indemnification of managers, or other governance details. Most simple LLCs leave it blank, and that is usually the right call. Anything you would add here can go in your operating agreement instead, where changes are internal. Amending the certificate of formation later means another filing with the Secretary of State and another fee.

Effective Date and Organizer Signature

By default, the LLC becomes effective the moment the Secretary of State files the certificate. The form also lets you pick a future effective date up to 90 days out, which is useful for aligning formation with a lease start, a business launch, or a tax year.⁶

The organizer is whoever signs and submits the form. Under Texas law, anyone with contractual capacity can serve, and the organizer does not have to be a member or manager. You provide the organizer’s name and address, and the organizer signs.

By signing, the organizer certifies that the registered agent has consented to the appointment, that the LLC name does not falsely imply a government affiliation, and that all information is accurate. The signature is under penalty of perjury, so treat the accuracy requirement seriously.⁶

How to File and What It Costs

Once Form 205 is complete, submit it to the Texas Secretary of State with the $300 filing fee. There are three ways to file:

Online through SOSDirect. The Secretary of State’s office encourages electronic filing for the fastest turnaround. Payment is by credit card or electronic check, and online filings are typically processed within a few business days.⁷
By mail. Send the completed original form with a check or money order payable to the Secretary of State to Business & Public Filings Division, P.O. Box 13697, Austin, TX 78711. Mail submissions often take several weeks.⁸
In person, at 400 W. 15th Street in Austin.

Expedited Processing

Three expedited tiers are available, each adding a surcharge to the $300 fee:⁹

Same-day, $750 surcharge. Requires in-person delivery by noon, processed by close of business that day.
Next-day, $500 surcharge. Also requires in-person delivery by noon, processed by close of the next business day.
Standard expedited, $50 surcharge. Available by mail or in person, typically processed within two to three business days.

For same-day and next-day service, email TexasExpress@sos.texas.gov beforehand to let staff know when your courier will arrive. For standard expedited by mail, include a cover letter that requests expedited processing and provides your email and daytime phone number. Paying for speed does not guarantee approval. Every filing still runs through the same statutory review, and a form with errors will be rejected at any tier.⁹

After the Certificate Is Approved

Once the Secretary of State approves the certificate, the LLC legally exists. Formation is the first step, not the finish. Applying for a federal Employer Identification Number comes next, and the IRS instructs you to form the entity with the state before applying.¹⁰¹¹¹² Put that date on the calendar the day your certificate is approved.

1
Texas Secretary of State. Business Filings and Trademarks Fee Schedule
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Office of the Texas Secretary of State. Name Filings FAQs
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Office of the Texas Secretary of State. Instructions for Form 205 Certificate of Formation Limited Liability Company
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Office of the Texas Secretary of State. Registered Agents
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Texas Public Law. Texas Business Organizations Code Section 3.005 Certificate of Formation
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Texas Secretary of State. Certificate of Formation Limited Liability Company Form 205
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Office of the Texas Secretary of State. Filing Options
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Office of the Texas Secretary of State. Contact the Corporations Section
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Office of the Texas Secretary of State. Introducing Texas Express Expedited Business Filings
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Internal Revenue Service. Get an Employer Identification Number
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Texas Comptroller of Public Accounts. Franchise Tax
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Texas Comptroller of Public Accounts. Texas Franchise Tax Public Information Report and Ownership Information Report Filing Requirements