Texas Form 205: Filing the LLC Certificate of Formation

Texas Form 205 is the Certificate of Formation you file with the Texas Secretary of State to create a limited liability company. Once the Secretary of State accepts and stamps it, your LLC legally exists and can open bank accounts, sign contracts, and operate as its own entity. The filing fee is $300, and you can submit it online, by document upload, or by mail.¹

One boundary before you start: if your LLC will provide a state-licensed professional service (medical, legal, accounting), you need Form 206 instead, the Certificate of Formation for a Professional Limited Liability Company.²

What to Have Ready Before You Open the Form

Four pieces of information need to be settled before you start filling anything in. Missing any of them will stall the filing or get it rejected.

Your LLC Name

The name must include “Limited Liability Company,” “Limited Company,” or an abbreviation like “LLC” or “L.L.C.”³ It also has to be distinguishable from every other entity already on file with the Secretary of State, including foreign entities registered to do business in Texas and any reserved names. A name that implies the LLC is a government agency or suggests a business the LLC isn’t authorized to conduct will be rejected.⁴

Check availability through SOSDirect, the Secretary of State’s online portal. If you want to lock in a name before you’re ready to file Form 205, submit Form 501 to reserve it for 120 days at a cost of $40.⁵

A Registered Agent

Every Texas LLC must have a registered agent, meaning a person or entity designated to receive lawsuits, legal notices, and official government correspondence on the LLC’s behalf. The agent can be an individual who lives in Texas or a business entity authorized to operate in the state. The agent’s office must be a physical street address in Texas where someone can accept service of process during normal business hours. A P.O. Box doesn’t qualify.⁴

You can name yourself, a co-member, or a commercial registered agent service. Whoever you pick, get their consent before listing them. The Secretary of State’s instructions require it.

A Management Structure

Texas LLCs are either manager-managed or member-managed, and you have to pick one on the form. In a member-managed LLC, the owners run the business directly. In a manager-managed LLC, one or more designated managers handle operations, and those managers can be members, outside hires, or other companies. Your choice determines whose names and addresses go on the certificate as the initial governing persons.⁴

An Organizer

The organizer is the person who signs and files Form 205. They don’t have to be a member or manager. Anyone can serve in this role. That person takes responsibility for the accuracy of the filing, so whoever signs it should review the details carefully.

Filling Out Each Article

Download the form from the Texas Secretary of State website as a PDF or Word document. It’s short, just five articles plus an execution block, but each section has to be completed correctly or the filing bounces back.

Article 1: Entity Name and Type. Enter the full legal name of the LLC, including the organizational designator (for example, “LLC”). The form already identifies the entity type, so you’re only filling in the name.³

Article 2: Registered Agent and Registered Office. Choose Option A if the agent is a business entity, or Option B if the agent is an individual. Fill in the agent’s name and the Texas street address of the registered office in Section C. Not a P.O. Box.³

Article 3: Governing Authority. Check Box A if the LLC has managers, then list each initial manager’s name and address. Check Box B if it does not have managers, then list each initial member’s name and address instead. If you have more people than the form has space for, attach an addendum.³

Article 4: Purpose. The form comes pre-printed with a general-purpose statement covering “the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.” For most LLCs, that language works and you don’t need to change it.⁴

Supplemental Provisions/Information. This optional section lets you add anything else you want in the public record, such as a more specific business purpose or a delayed effective date. If you want your LLC to officially start on a future date rather than the day it’s filed, you can specify a date up to 90 days after the organizer signs.⁶ Most filers leave it blank.

Execution. The organizer prints their name, gives their address, signs, and dates the form. That signature makes the document official. If you’re filing through SOSUpload, do not include a duplicate copy of the form, payment information, or personal identifying information like Social Security numbers. Any of those can cause a rejection.⁴

Submitting the Form and Paying the Fee

The filing fee is $300 regardless of channel.¹ You have three options:

SOSDirect (online form). Create an account, navigate to “Business Organizations,” and fill out the formation document directly in the system. You pay by credit card, and a statutory convenience fee of 2.7% applies. On a $300 filing, that adds about $8.10.⁷
SOSUpload (document upload). If you’ve already filled out the PDF or Word version of Form 205, upload it through SOSUpload. You still need a SOSDirect account to access the upload tool, and the same credit card fee applies.⁷
Mail. Send the completed form with a check or money order for $300, payable to the Secretary of State, to: Business & Public Filings Division, Office of the Texas Secretary of State, P.O. Box 13697, Austin, TX 78711. Include a duplicate copy of the form if you want a file-stamped copy mailed back. The state won’t reject your filing for skipping the duplicate, but they won’t return a stamped copy without one.⁸⁹

The Secretary of State encourages electronic filing for faster processing.⁷

Processing Times and Expedited Service

Standard turnaround depends on the submission method and the office’s current workload. Online filings through SOSDirect or SOSUpload move faster than mailed documents because they skip the mailroom entirely.

If you need the LLC formed quickly, the Texas Express program offers two tiers of expedited service, both charged on top of the $300 filing fee:

Same-day service: $750 per document. The filing must be received by 12:00 p.m. and will be processed by close of business that day.¹⁰
Next-day service: $500 per document. The filing must arrive by 12:00 p.m. and will be processed by close of business the next business day.¹⁰

Same-day formation therefore costs $1,050 in total. For most new LLCs, standard processing is reasonable enough that the expedited fees aren’t worth it.

What Comes After Approval

When the Secretary of State accepts your filing, you’ll receive a file-stamped copy of the Certificate of Formation along with a filing receipt. If the filing is rejected, usually because the name is too similar to an existing entity or the form contains errors, you’ll get a notice explaining what went wrong so you can fix and resubmit it.

Approval is the starting line. A few follow-up tasks are either legally required or practically essential.

Get an EIN

Your LLC needs an Employer Identification Number from the IRS before it can open a business bank account, hire employees, or file taxes. Applying is free, and the IRS emphasizes that you should never pay a third party for one. Use the IRS online application tool after your LLC is officially formed; you’ll get the EIN immediately upon completion. You need the responsible party’s Social Security number or ITIN to apply, and the system limits you to one EIN per responsible party per day.¹¹

Draft an Operating Agreement

Texas doesn’t require an operating agreement to form an LLC, but running one without an agreement invites trouble, especially with multiple members. The operating agreement is an internal document (not filed with the state) that spells out how the LLC operates: who owns what percentage, how profits and losses are split, what happens when a member wants to leave, and who has authority to sign contracts or take on debt. Without one, disputes get resolved by default rules in the Texas Business Organizations Code, which may not match what the members actually intended.

File the Annual Franchise Tax Report

Every Texas LLC must file a Public Information Report (Form 05-102) with the Texas Comptroller by May 15 each year, even if the LLC owes no tax. The current no-tax-due threshold is $2,650,000 in total revenue for reports due between January 1, 2026, and January 1, 2028.¹² LLCs below the threshold still owe the report, just not the tax. Failing to file can cause the LLC to forfeit its right to do business in Texas, lose the ability to sue or defend itself in court, and expose members to personal liability for the LLC’s debts.¹³

1
Secretary of State. Secretary of State Business Filings and Trademarks Fee Schedule
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Texas Secretary of State. Certificate of Formation Professional Limited Liability Company (Form 206)
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Texas Secretary of State. Form 205 Texas Certificate of Formation
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Office of the Texas Secretary of State. Form 205 Instructions for Certificate of Formation – Limited Liability Company
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Office of the Texas Secretary of State. Form 501 – Instructions for Application for Reservation or Renewal of Reservation of an Entity Name
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Texas Secretary of State. Form 205 Limited Liability Company
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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. Formation of Texas Entities FAQs
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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. 2026 Franchise Tax Instructions
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Texas Comptroller of Public Accounts. Texas Franchise Tax Public Information Report and Ownership Information Report