Texas Form 206, Certificate of Formation: Filing a PLLC Step by Step

Texas Form 206 is the Certificate of Formation that creates a professional limited liability company (PLLC) with the Texas Secretary of State. The filing fee is $300, and online submissions through SOSDirect are typically processed within a few business days.¹ The form has four numbered articles plus several supporting fields; what follows walks through each one, then covers how to file and what to do once the Secretary of State approves it.

Who Should Use Form 206

Form 206 is only for professionals who hold a state-issued license as a condition of practicing their profession. Under the Texas Business Organizations Code, a “professional service” is any service that requires obtaining a Texas license before you can perform it, which covers attorneys, CPAs, architects, dentists, physicians, veterinarians, and other licensed practitioners.² If your occupation doesn’t require a state license, you can’t use Form 206: a standard LLC files on Form 205, and a for-profit corporation on Form 201.

A PLLC can generally provide only one type of professional service unless state law expressly permits a combination. Related mental health fields — psychology, clinical social work, licensed professional counseling, and licensed marriage and family therapy — may jointly form a single professional entity.³ Check your licensing statute before assuming a multi-disciplinary practice can share one PLLC.

Article 1: Entity Name

Article 1 asks for the PLLC’s name. It needs to include an organizational designation such as “Limited Liability Company,” “LLC,” or “L.L.C.,” and it must not conflict with any statute or rule of professional ethics governing the profession.³ A CPA firm, for example, has to meet the Texas State Board of Public Accountancy’s naming rules on top of the Secretary of State’s.

The name must also be distinguishable in the Secretary of State’s records from every other active filing entity, registered foreign entity, fictitious foreign entity name, and existing name reservation. Search availability through SOSDirect or by calling the Corporations Section at (512) 463-5555 before you file. A preliminary clearance isn’t binding. The Secretary of State makes the final determination when your filing is actually processed, so don’t commit to signage or stationery based on a phone confirmation alone.⁴

If you need to lock down a name before you’re ready to file the full certificate, Form 501 reserves it for 120 days at a cost of $40.⁵

Article 2: Registered Agent and Registered Office

Every Texas filing entity must name a registered agent to accept lawsuits, government notices, and tax correspondence on the PLLC’s behalf. Article 2 gives you two choices. Option A names an organization (a domestic entity or a foreign entity registered to do business in Texas) as the agent. Option B names an individual Texas resident. The PLLC cannot serve as its own registered agent.¹

The registered office must be a physical street address in Texas where the agent can be personally served during normal business hours. A mailbox service or telephone answering service is not acceptable. If the agent is an organization, it must keep an employee available at that address during business hours to accept delivery.⁶ The registered office doesn’t have to be the PLLC’s main place of business, so you can use a professional registered agent service if you’d rather not list your own office.

The agent has to consent to the appointment in a written or electronic form developed by the Secretary of State. You don’t file the consent with the certificate, but it must exist before you submit Form 206. Naming someone without their consent carries the same penalties as filing a materially false instrument.¹

Article 3: Governing Authority

Article 3 asks whether the PLLC will be managed by designated managers or by its members directly. Option A is manager-managed: list the name and address of each initial manager, who may or may not also be a member. Option B is member-managed: list each initial member instead. The form provides space for up to three governing persons, with room to add more in supplemental provisions.

Every name and address entered here becomes part of the public record once processed.⁷ Texas doesn’t impose age or residency requirements on members, managers, or organizers, though a minor’s limited capacity to contract can create complications.⁸

Article 4: Professional Purpose

Where a standard LLC can state a broad catch-all purpose, a PLLC has to identify the specific professional service it will provide. Write it plainly: “the practice of law,” “public accountancy,” “veterinary medicine.” Because a PLLC is generally limited to one type of service, don’t list multiple unrelated professions unless your licensing statute expressly allows the combination.³

The Remaining Fields

Initial Mailing Address

Below Article 4, the form asks for the PLLC’s initial mailing address. The Texas Comptroller uses this for franchise tax correspondence. It doesn’t have to match the registered office, so a P.O. box or separate business address works here.¹

Supplemental Provisions

This optional block holds anything that doesn’t fit in Articles 1 through 4: additional governing persons beyond the three listed slots, extra restrictions on the PLLC’s activities, or provisions required by your licensing board. Whatever you put here goes into the public certificate, so keep internal financial or operational terms out of it and in the company agreement instead.

Organizer

Only one organizer is required. The organizer is simply the person who executes and files the document and need not be a member or manager. Enter the organizer’s name and address in the designated fields.¹

Effectiveness of Filing

You pick when the PLLC comes into legal existence:

Option A: immediately upon filing by the Secretary of State. This is the default and the most common choice.
Option B: on a specified future date, no more than 90 days after the document is signed.
Option C: upon a specified future event or fact. You describe the triggering event and note the 90th day after signing, then file a follow-up statement with the Secretary of State within 90 days confirming the event occurred.¹

Delayed effectiveness is useful when the PLLC needs to exist as of a particular calendar date, like the start of a fiscal year, but you want the paperwork submitted ahead of time.

Execution

The organizer dates and signs the form. Knowingly signing a materially false filing instrument is a Class A misdemeanor; if the false statement was made with intent to harm or defraud, it becomes a state jail felony.¹

How to Submit Form 206

The filing fee is $300 regardless of submission method.⁹ Credit card payments carry an additional 2.7 percent convenience fee, roughly $8.10 on a $300 filing.¹

Online Through SOSDirect

The fastest route is SOSDirect at direct.sos.state.tx.us. The system walks you through each article, accepts credit card payment, and provides a confirmation on submission. You can also use it to check name availability. The system is available around the clock.¹⁰

By Mail

Print and sign the completed form and mail it with your fee (check or money order payable to the Secretary of State) to:

Business & Public Filings Division
Office of the Texas Secretary of State
P.O. Box 13697
Austin, TX 78711¹¹

Include an extra copy if you want a file-stamped copy returned.¹² Mail filings take longer because of delivery time and the queue for manual processing.

Expedited Service

The Texas Express program offers three tiers of expedited processing on top of the $300 fee:

Same-day service costs $750 and requires in-person delivery by noon; the filing is processed by close of business that day.
Next-day service costs $500 and also requires in-person delivery by noon; the filing is processed by close of business the next business day.
Standard expedited service costs $50, is available for mail and in-person submissions, and is typically processed in two to three business days.¹³

Same-day and next-day speeds aren’t available by mail. For standard expedited service by mail, include a cover letter requesting expedited processing along with a daytime phone number and email. Paying for expedited service doesn’t guarantee acceptance; the document still goes through the normal statutory review.¹³

What to Do After the PLLC Is Formed

Get an EIN

Once the Secretary of State approves the certificate, apply for an Employer Identification Number through the IRS. The IRS recommends forming the entity at the state level first, because applying earlier can delay the EIN.¹⁴ The online application is free and issues a number immediately for most applicants.

Register for Texas Franchise Tax

Your PLLC is subject to the Texas franchise tax as soon as it exists. The annual report is due May 15 each year. Even if total revenue falls at or below the no-tax-due threshold of $2,650,000 for the 2026 and 2027 report years, you still have to file a Public Information Report or Ownership Report. Reports filed late carry a $50 penalty each.¹⁵

Draft a Company Agreement

Form 206 creates the PLLC’s public existence; the company agreement (sometimes called an operating agreement) governs how it actually runs internally. It covers profit distribution, voting rights, what happens when a member leaves or dies, and how new members are admitted. Texas doesn’t require you to file it with the state, but without one every internal question falls to the default rules in the Business Organizations Code, which rarely match what the members intended. Sign the agreement as close to the formation date as possible.

Check in With Your Licensing Board

Forming the PLLC with the Secretary of State doesn’t satisfy any requirements imposed by your profession’s regulatory board. Many boards require separate registration or notification when a licensee begins practicing through a new entity. Confirm with your board before holding the PLLC out as open for business.

Beneficial Ownership Reporting

As of March 26, 2025, all entities created in the United States are exempt from the requirement to report beneficial ownership information to FinCEN under the Corporate Transparency Act. A newly formed Texas PLLC does not need to file a BOI report.¹⁶

1
Office of the Texas Secretary of State. Form 206 — Instructions for Certificate of Formation—Professional Limited Liability Company
2
State of Texas. Texas Business Organizations Code BUS ORG 301.003
3
Office of the Texas Secretary of State. Form 203 — Instructions for Certificate of Formation – Professional Corporation
4
Office of the Texas Secretary of State. Name Filings FAQs
5
Office of the Texas Secretary of State. Form 501 — Instructions for Application for Reservation or Renewal of Reservation of an Entity Name
6
State of Texas. Texas Business Organizations Code BUS ORG 5.201
7
Texas Secretary of State. Form 206 – Certificate of Formation Professional Limited Liability Company
8
Office of the Texas Secretary of State. Formation of Texas Entities FAQs
9
Secretary of State. Secretary of State – Fee Schedule
10
Office of the Texas Secretary of State. Filing Options
11
Office of the Texas Secretary of State. Contact the Corporations Section
12
Office of the Texas Secretary of State. Filing and Other General FAQs
13
Office of the Texas Secretary of State. Introducing Texas Express—New Expedited Business Filings
14
Internal Revenue Service. Get an Employer Identification Number
15
Texas Comptroller of Public Accounts. Franchise Tax
16
FinCEN.gov. Beneficial Ownership Information Reporting