Texas LLC Certificate of Formation: Form 205, Fees, and Filing

To create a Texas LLC, you file a Certificate of Formation (Form 205) with the Texas Secretary of State and pay a $300 filing fee. Once accepted, the filing brings your LLC into legal existence as a separate entity that can own property, sign contracts, and shield its members from personal liability for business debts. The form is short, but every required field has to be right, and a few decisions on the page will shape how your business runs afterward.

What Form 205 Must Include

Section 3.005 of the Texas Business Organizations Code sets the required contents of the certificate.¹ The Secretary of State publishes Form 205 with instructions, and you can complete it through SOSDirect or on a downloadable paper version.²

Entity Name

Your LLC’s name must be distinguishable from every other entity already on file with the Secretary of State, including foreign entities registered in Texas, name reservations, and registered series of other LLCs.³ It also has to include “Limited Liability Company” or an abbreviation such as “LLC” or “L.L.C.” The Secretary of State’s office will run a preliminary name check by phone or email, but that check is not binding. The actual determination happens when the filing is processed, so don’t print business cards or sign a lease off a preliminary clearance.

If you want to hold a name before you’re ready to file, you can reserve it for 120 days by submitting Form 501 with a $40 fee.⁴ An approved reservation does not authorize you to use a name that infringes on someone else’s trademark or business identity rights.

Registered Agent and Registered Office

Every Texas LLC must name a registered agent and provide a Texas street address as the registered office.¹ The agent receives lawsuits and official state correspondence for the company. A member, manager, or employee can serve, or you can hire a commercial registered agent; commercial agents typically charge $49 to $300 per year. A P.O. Box does not qualify.

Management Structure

Form 205 asks you to pick member-managed or manager-managed.² In a member-managed LLC, every owner has authority to make decisions and bind the company. In a manager-managed LLC, only designated managers hold that authority, and other members function more like passive investors. You must list the name and address of each initial governing person, either every manager or every member depending on the structure. At least one governing person is required.

Purpose, Duration, and Organizer Signature

You must state a lawful purpose. Most organizers use broad language such as “any lawful purpose,” which Texas accepts.² Unless you specify a fixed duration, the LLC exists perpetually. The organizer signs the certificate; no notarization is required.

Delayed Effective Date

Your LLC does not have to spring to life the moment the certificate is processed. Form 205 lets you set a delayed effective date up to 90 days from the date the organizer signs the document.⁵ This is useful when you want formation to line up with a fiscal quarter, a closing date, or another specific event. You can pick a time of day as well, but the state records everything in Central Time.

Filing Fees

The base filing fee is $300, payable at submission and non-refundable whether or not the filing is approved.⁶ The Secretary of State accepts credit cards, checks, and money orders. Credit card payments carry an additional convenience fee calculated as a percentage of the transaction.

Expedited Processing

Three tiers of expedited service are available on top of the $300 filing fee:⁷

Standard expedited, $50. Processed ahead of non-expedited filings, typically within two to three business days. Available for documents received by mail or in person.
Next-day, $500. Processed by close of business the next business day. Must be received in person by noon.
Same-day, $750. Processed by close of business the same day. Must be received in person by noon.

Next-day and same-day requests must include a cover letter with an email address and daytime phone number. Paying for expedited service does not guarantee approval; the Secretary of State still reviews the document, and an incomplete filing will be rejected regardless of tier.

Other Fees You May Run Into

Several related costs come up during or shortly after formation:⁴

Name reservation, $40, holds a name for 120 days.
Certificate of amendment, $150, for changing the LLC’s name, management structure, or other details after formation.
Certificate of correction, $15, for fixing clerical errors in an already-approved filing.
Certified copy of the certificate, $15 plus $1 per page.⁸
Certificate of fact (status), $15. Banks and lenders sometimes ask for this to verify the LLC is in good standing.

How to Submit

The Secretary of State encourages electronic filing and offers two online systems, plus mail and in-person delivery.⁹

SOSDirect. The primary online portal for business formation filings. You complete the form fields in the system, pay electronically, and receive confirmation in real time. This is the fastest route for most organizers. SOSDirect also handles name availability checks, certified copies, and entity searches.

SOSUpload. Lets you upload PDF documents for filings that do not fit SOSDirect’s built-in form interface. A SOSDirect account is required. For a standard LLC, direct entry through SOSDirect is simpler; SOSUpload is more useful for filings that need supplemental language, such as a series LLC.

Mail. Send the completed Form 205 and payment to the Office of the Texas Secretary of State, Business & Public Filings Division, P.O. Box 13697, Austin, TX 78711.¹⁰ Make checks or money orders payable to the Secretary of State. Mailed filings take longer because they must clear physical intake before entering the processing queue.

In person. In-person filings are received at 400 W. 15th Street in Austin. Hand delivery is necessary for next-day and same-day expedited service, since both require physical drop-off by noon.

Processing, Approval, and Rejection

Standard processing times shift with the Secretary of State’s filing volume. Online submissions through SOSDirect are generally faster than mailed filings because they skip physical intake. The $50 standard expedited fee typically brings turnaround to two to three business days.⁷ Non-expedited filings can take longer, and peak periods stretch the wait further.

Once your filing is approved, you receive an acknowledgment letter and a file-stamped copy of the Certificate of Formation. The file-stamped copy is your legal proof of existence. Keep it with permanent business records because banks, lenders, and government agencies will ask to see it. Additional certified copies can be ordered later through SOSDirect.⁸

If the filing is rejected, the Secretary of State sends a notice explaining the problem. Common reasons include a name that is not distinguishable from an existing entity, a missing registered agent address, or a payment issue. You can correct and resubmit, but a new submission requires a new filing fee. For clerical errors on an already-approved filing, the $15 certificate of correction is the fix.

What to Do Right After Formation

Filing the certificate is the legal birth of your LLC, not the end of your setup work. A few obligations kick in quickly.

Write an Operating Agreement

Texas does not require a written operating agreement, and you do not file one with the Secretary of State. But the Business Organizations Code recognizes a “company agreement” whether written, oral, or implied, and if you don’t create your own, the code’s default rules fill every gap.¹¹ Those defaults may not match what you and your co-members actually agreed to. A written agreement should cover how profits and losses are split, what happens when a member leaves or sells, capital contributions, and who can sign contracts or take on debt. Manager-managed LLCs should also spell out the scope of each manager’s authority. Single-member LLCs benefit too, because the document reinforces the separation between personal finances and the LLC’s assets.

Get an EIN

Most LLCs need a federal Employer Identification Number from the IRS, even without employees. Banks require an EIN to open a business account, and a multi-member LLC needs one to file federal tax returns. The IRS issues EINs at no charge through its online assistant, and the number is issued immediately on approval.¹² Form the LLC with the state before applying, because the IRS validates entity information against state records. The application must be completed in one session and times out after 15 minutes of inactivity, so have your legal name, formation date, and the responsible party’s Social Security number ready. Third-party sites that charge for this service are unnecessary; the IRS never charges a fee.

Franchise Tax and Public Information Report

Every Texas LLC owes a franchise tax report to the Comptroller of Public Accounts, due May 15 each year.¹³ For the 2026 reporting year, LLCs with annualized total revenue at or below $2,650,000 owe no tax but must still file. Above that threshold, the rate is 0.375% of taxable margin for retail or wholesale businesses and 0.75% for all others. Alongside the franchise tax report, your LLC must file a Public Information Report updating the Comptroller on officers, directors, members, and mailing address.¹⁴ The PIR is required even if you owe no tax. Missing either filing can trigger forfeiture of your LLC’s right to transact business in Texas, and forfeiture exposes officers and members to personal liability for debts incurred after the forfeiture date.

Federal Beneficial Ownership Reporting Does Not Apply

The federal Corporate Transparency Act originally required most new LLCs to file a Beneficial Ownership Information report with the Financial Crimes Enforcement Network. As of March 2025, all entities formed in the United States are exempt.¹⁵ The rule now applies only to entities formed under a foreign country’s laws that register to do business in a U.S. state. A domestic Texas LLC does not need to file a BOI report.

Variations: Series LLC and Professional LLC

Two common variations use a modified version of the standard filing.

Series LLC

A series LLC lets you create separate “series” within a single LLC, each with its own assets, liabilities, members, and business purpose. Debts of one series cannot be enforced against the assets of another series or the LLC itself, provided the certificate includes the notice language required by Section 101.602 of the Business Organizations Code and the LLC keeps separate records for each series.¹⁶ Real estate investors use this structure to isolate liability across multiple properties without forming a separate LLC for each. There is no special series form; you file the standard Form 205 with the required statutory language added in the supplemental text area. For series created on or after June 1, 2022, you can also file a certificate of registered series, which gives the series its own public filing and name. The registered series filing fee is $300, and the name must include the parent LLC’s name plus “registered series” or an abbreviation such as “R.S.”

Professional LLC

Certain licensed professions in Texas must form a Professional Limited Liability Company rather than a standard LLC. The list includes attorneys, physicians, accountants, architects, engineers, dentists, veterinarians, pharmacists, psychologists, real estate brokers, and dozens of other licensed occupations.¹⁷ A PLLC files the same Form 205 but must state the specific professional service it will provide and comply with the relevant licensing board’s regulations in addition to the Business Organizations Code. If your profession appears on the Secretary of State’s entity chart, filing as a standard LLC instead of a PLLC will result in rejection.

1
State of Texas. Texas Business Organizations Code Chapter 3 – Formation and Governance
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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. Name Filings FAQs
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Texas Secretary of State. Business Filings and Trademarks Fee Schedule
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Office of the Texas Secretary of State. Filing and Other General FAQs
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State of Texas. Texas Business Organizations Code Chapter 4 – Filings – Section: Subchapter D Filing Fees
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Office of the Texas Secretary of State. Texas Express Expedited Business Filings
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Office of the Texas Secretary of State. Instructions for Ordering Copies and Certificates from SOSDirect
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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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State of Texas. Texas Business Organizations Code Chapter 101 – Limited Liability Companies
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Internal Revenue Service. Get an Employer Identification Number
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Texas Comptroller of Public Accounts. Franchise Tax Rates, Thresholds and Deduction Limits
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Texas Comptroller of Public Accounts. Texas Franchise Tax Public Information Report and Ownership Information Report
15
Financial Crimes Enforcement Network (FinCEN). Beneficial Ownership Information Reporting
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Office of the Texas Secretary of State. Formation of Texas Entities FAQs
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Texas Secretary of State. Guide for Determining Permissible Entity Types for Licensed Professions