To register a Texas LLC, you file a Certificate of Formation (Form 205) with the Texas Secretary of State and pay a $300 filing fee. Before you file, you need a compliant business name and a registered agent with a Texas street address. After the state approves your filing, a handful of follow-up tasks (a company agreement, a federal EIN, and franchise tax registration with the Texas Comptroller) finish the job.
Pick a Name That Meets Texas Rules
Your LLC name has to include a designator: “Limited Liability Company,” “Limited Company,” or an abbreviation like “LLC” or “L.L.C.” It also has to be distinguishable from every other entity already on file with the Secretary of State. The Secretary of State’s business name search tool lets you check availability before you commit.
Some words carry extra conditions. Terms like “bank,” “trust,” “insurance,” and “university” imply regulated activity and require sign-off from the appropriate state licensing board before the Secretary of State will accept them. “Lotto” and “lottery” are prohibited outright. If your business practices a licensed profession, such as engineering or architecture, you may need to form a Professional LLC (PLLC) and get approval from the relevant board.
Not ready to file yet but want to lock in the name? Submit an Application for Reservation (Form 501) with a $40 fee, and the name is held for 120 days.1Office of the Texas Secretary of State. Form 501 – Instructions for Application for Reservation or Renewal
Appoint a Registered Agent
Every Texas LLC needs a registered agent to receive lawsuit papers and official state correspondence. The agent can be an individual who lives in Texas or a business entity authorized to operate in the state.2Office of the Texas Secretary of State. Registered Agents FAQs
The registered office has to be a physical Texas street address where someone can accept documents during normal business hours. A P.O. box doesn’t qualify, and a commercial mail service address doesn’t either unless that service is itself acting as the registered agent.3Office of the Texas Secretary of State. Registered Agents – Section: What Is a Registered Office? The agent must give written or electronic consent before you list them on your formation paperwork.
You can act as your own registered agent if you meet the requirements, or you can pay a professional service. Doing it yourself saves money but ties you to a Texas address during business hours and puts that address on the public record. A service costs an annual fee and handles receipt of documents on your behalf.
Complete the Certificate of Formation
Form 205 is the document that actually creates your LLC, and it’s available on the Texas Secretary of State’s website.4Texas Secretary of State. Form 205 – Certificate of Formation The form asks for:
- Your full LLC name, including the required designator.
- The name and physical street address of your registered agent.
- Whether the LLC is managed by members or by managers, and the names and addresses of each initial member or manager.
- A statement of business purpose. Most LLCs use the form’s default language: “the transaction of any and all lawful purposes.”
- The name and address of the organizer filing the certificate.
- A mailing address for franchise tax correspondence from the Texas Comptroller.
- An effective date. The certificate takes effect on filing, or you can choose a future date up to 90 days out.
Mailed filings need to be submitted in duplicate.5Office of the Texas Secretary of State. Form 205 – Instructions for Certificate of Formation – Limited Liability Company
Member-Managed or Manager-Managed
In a member-managed LLC, every owner has an equal right to participate in daily decisions. Routine votes follow majority rule, and any member can bind the company in contracts. This structure fits small businesses where all the owners are actively involved.
In a manager-managed LLC, one or more designated managers handle daily operations (hiring, signing contracts, running finances) while the other members take a passive role. Members still keep authority over major structural decisions like mergers or dissolution. If your certificate doesn’t specify, Texas treats the LLC as member-managed by default.
File the Certificate and Pay the Fee
Submit Form 205 to the Secretary of State with the $300 filing fee.6Office of the Texas Secretary of State. Business Filings and Trademarks Fee Schedule Three filing options are available:
- Online through SOSDirect or SOSUpload. This is the fastest route. Credit card payments carry a statutory convenience fee of 2.7% of the amount charged.7Office of the Texas Secretary of State. Filing Options
- By mail. Send two copies to the Secretary of State. Standard mail takes considerably longer than online submission.
- In person at the Secretary of State’s office in Austin.
Expedited processing is available for mailed or hand-delivered filings for an extra $50 per document, which typically brings the review period down to two or three business days.8Office of the Texas Secretary of State. Introducing Texas Express Expedited Business Filings Once approved, you’ll receive a confirmation from the Secretary of State. That’s your proof that the LLC legally exists.
Write a Company Agreement
Texas calls what most states name an “operating agreement” a “company agreement.” You don’t file it with the state, and the Secretary of State won’t ask for one during formation. Skipping it is still one of the more common mistakes new owners make. Without a written agreement, your LLC runs on the default rules in the Texas Business Organizations Code, and those defaults may not match what you and your co-owners intended.
A company agreement covers relationships among members, managers, and officers. At a minimum, it should spell out how profits and losses are divided, how decisions get made, what happens when a member leaves or a new one joins, and how to dissolve the company. For a single-member LLC, a company agreement still has practical value: it helps show that the LLC is a separate entity from you personally, which can matter if your liability protection is ever challenged in court.
Get a Federal EIN
An Employer Identification Number is a federal tax ID for the business, and the IRS requires one for any LLC.9Internal Revenue Service. Employer Identification Number Banks generally require an EIN to open a business account, and you’ll need one to hire employees.
The application is free. The fastest option is the IRS website, where you can complete the application in minutes and receive your EIN immediately.10Internal Revenue Service. Instructions for Form SS-4 – Application for Employer Identification Number Fax and mail applications on Form SS-4 are also accepted; those go to the IRS EIN Operation in Cincinnati.11Internal Revenue Service. Where to File Your Taxes for Form SS-4
Register for Texas Franchise Tax
Texas doesn’t require a traditional annual report, but every LLC has to file an annual franchise tax report with the Texas Comptroller by May 15.12Texas Comptroller of Public Accounts. Franchise Tax The filing is required even if you owe nothing.
For the 2026 reporting year, LLCs with annualized total revenue of $2,650,000 or less owe no franchise tax.13Texas Comptroller of Public Accounts. 2026 Franchise Tax Instructions Most new small businesses sit well under that threshold. LLCs that do owe tax pay 0.375% of taxable margin if they’re in retail or wholesale, and 0.75% otherwise. Missing the May 15 deadline triggers a $50 penalty per report, and consistent failure to file can eventually cause the state to forfeit your LLC’s right to do business in Texas.12Texas Comptroller of Public Accounts. Franchise Tax
Federal Beneficial Ownership Reporting
If you’ve seen warnings about the Beneficial Ownership Information (BOI) requirement under the Corporate Transparency Act, that obligation currently doesn’t apply to a Texas LLC. As of March 2025, FinCEN issued an interim final rule exempting all U.S.-formed entities from BOI reporting; only foreign companies registered to do business in the United States are still required to file, and FinCEN has stated it will not enforce penalties against domestic companies or their beneficial owners.14Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting That posture could change if new regulations are finalized, so it’s worth checking back, but a newly formed Texas LLC has no BOI filing to make right now.