A certificate of formation in Texas is the document you file with the Secretary of State to legally create a business entity — an LLC, a for-profit or nonprofit corporation, a limited partnership, or a professional association — under the Texas Business Organizations Code (BOC). Once accepted, it brings your entity into existence, assigns it a state file number, and becomes a public record of its basic structure.
Pick the Form That Matches Your Entity
The Secretary of State publishes a separate certificate form for each entity type. The three most common are:
- Form 201 — for-profit corporation
- Form 202 — nonprofit corporation
- Form 205 — limited liability company (LLC)
Separate forms exist for limited partnerships, professional associations, and other entities, all downloadable or filable online through the Secretary of State’s website.1Secretary of State of Texas. Business and Nonprofit Forms The form has to match the entity you want. An LLC submitted on a corporation form will be rejected.
What the Certificate Must Contain
Every certificate of formation requires the same core information, regardless of entity type: the entity’s name, the type of entity, a registered agent and office address, at least one organizer, and a statement of purpose.2State of Texas. Texas Business Organizations Code Section 3.005 – Required Provisions in Certificate of Formation of Filing Entity
Name
Your chosen name has to be distinguishable from every other business name already on file with the Secretary of State. Run the name through the SOSDirect online portal before filing to confirm it is available.3Office of the Texas Secretary of State. Filing Options
Organizer
At least one organizer — the person or entity that signs and submits the formation document — is required. Any person 18 or older with legal capacity to contract, or any business entity, can serve. There is no Texas residency requirement, and the certificate does not need to be notarized.4Office of the Texas Secretary of State. Form 205 – Instructions for Certificate of Formation – Limited Liability Company
Purpose and Duration
The certificate must state what the business will do. Most filers use a general-purpose clause, which permits any lawful activity under the BOC and avoids the need to amend later if the business changes direction.4Office of the Texas Secretary of State. Form 205 – Instructions for Certificate of Formation – Limited Liability Company Texas entities exist perpetually by default. If you want a set end date, include it in the supplemental provisions section.
That same section is where optional clauses go. A for-profit corporation that wants to be a public benefit corporation, for example, adds its public benefit purposes there.5State of Texas. Texas Business Organizations Code Section 3.007 – Supplemental Provisions Required in Certificate of Formation of For-Profit or Professional Corporation Standard LLCs and corporations usually leave this section blank.
Registered Agent
Every Texas entity must designate a registered agent, meaning the person or company authorized to receive lawsuits and official state correspondence on the entity’s behalf. The agent must have a physical Texas street address staffed during business hours. A P.O. box alone will not do, though a commercial mail service address can qualify if the commercial enterprise itself is the agent.6Office of the Texas Secretary of State. Registered Agents
Before you file, get a signed consent (Form 401-A) from the agent. You keep this consent in your records; it is not filed with the Secretary of State. You can act as your own agent, name another person, or hire a professional service, which typically runs $100 to $250 per year.
Management Information
Who runs the entity has to be identified in the certificate, and the requirement varies by type.
For an LLC, you pick one of two structures: member-managed, where all owners run the business, or manager-managed, where designated managers handle operations. The certificate lists the name and address of each initial member or manager depending on which you choose.7Texas Secretary of State. Form 205 – Certificate of Formation – Limited Liability Company
For a corporation, the certificate lists the name and address of each initial director. The BOC requires at least one, and there is no residency requirement.8Office of the Texas Secretary of State. Form 201 – Instructions for Certificate of Formation – For-Profit Corporation These entries go into the public record, so get them right the first time.
How to File, What It Costs, and How Long It Takes
As of September 15, 2025, the Secretary of State accepts formation filings only through SOSDirect (the online portal), SOSUpload (for completed PDF forms), in-person delivery, mail, or courier. Fax is no longer accepted. Electronic filing is encouraged for faster processing.9Office of the Texas Secretary of State. Business Services
The standard filing fee is $300 for most for-profit entities, including LLCs and corporations.10Office of the Texas Secretary of State. Form 206 – Instructions for Certificate of Formation – Professional Limited Liability Company Nonprofit corporations pay $25.11Secretary of State. Form 202 – Certificate of Formation – Nonprofit Corporation Online filers pay by credit card or a pre-funded SOS account; mailed filings accept checks or money orders.
If timing matters, three expedited tiers are available on top of the filing fee:
- Same-day service, $750, for filings delivered in person by 12:00 p.m., processed by close of business that day.
- Next-day service, $500, for filings delivered in person by 12:00 p.m., processed by close of business the next business day.
- Standard expedited, $50, for filings received by mail or in person, processed ahead of non-expedited work, typically within two to three business days.
Certificates of formation qualify for all three tiers.12Office of the Secretary of State. Introducing Texas Express Expedited Business Filings Without expedited service, online filings generally move faster than mailed ones, but turnaround depends on the office’s workload.
You can also set a delayed effective date, so the entity springs into existence on a specific future date up to 90 days after signing rather than immediately.8Office of the Texas Secretary of State. Form 201 – Instructions for Certificate of Formation – For-Profit Corporation
What You Receive After Filing
Once the Secretary of State verifies that the certificate meets legal requirements, the office issues a filing acknowledgment. SOSDirect filings produce evidence of processing in real time; mailed or hand-delivered filings get an acknowledgment returned by mail.3Office of the Texas Secretary of State. Filing Options Your entity is assigned a unique SOS file number used for future filings and public record searches. If you later need an official certificate of status, often required to register in another state, you can order one for $15.13Office of the Texas Secretary of State. Copies and Certificates
Fixing a Mistake or Changing the Certificate Later
Two different filings handle later changes, and the choice depends on whether you are correcting an error or making a deliberate change.
A certificate of correction (Form 403) fixes mistakes in the original filing, such as a misspelled name, a wrong address, or a defective signature. The correction takes legal effect as of the original filing date, so the record is treated as always having been correct, except as to anyone adversely affected before the correction was filed. The fee is $15. A correction cannot alter the certificate in a way that would have caused the Secretary of State to reject the original.14Office of the Texas Secretary of State. Form 403 – Instructions for Certificate of Correction
A certificate of amendment (Form 424) is for deliberate changes, such as renaming the company, revising its purpose, or restructuring management. The fee is $150 for for-profit entities and $25 for nonprofits and cooperative associations.15Office of the Texas Secretary of State. Form 424 – Instructions for Certificate of Amendment
What to Do After Your Certificate Is Accepted
Filing creates the legal entity. A few more steps make it operational.
Get a Federal EIN
Nearly every entity needs an Employer Identification Number from the IRS to open a business bank account, hire employees, and file taxes. Applying online is free and the IRS issues the number immediately.16Internal Revenue Service. Get an Employer Identification Number
Franchise Tax and Public Information Report
Texas LLCs, corporations, and limited partnerships are subject to the state franchise tax. The first annual report is due May 15 of the year after formation. Even if the entity owes no tax — the no-tax-due threshold for 2026 is $2,650,000 in annualized total revenue — the Public Information Report (PIR) still has to be filed by that date.17Texas Comptroller. 2026 Franchise Tax Instructions – Form 05-915 Skipping the PIR can eventually lead to the entity being forfeited by the state.
Operating Agreement or Bylaws
Texas does not require an LLC to have a written operating agreement (the BOC calls it a “company agreement”); it can be oral or implied.18State of Texas. Texas Business Organizations Code – Title 3, Chapter 101 A written one is strongly advisable anyway. It spells out ownership percentages, profit-sharing, management duties, and what happens when a member leaves. Without it, the BOC’s default rules govern the LLC’s internal affairs, and those defaults may not match what the members intended.
Corporations should adopt bylaws and hold an initial organizational meeting of the board to appoint officers, issue shares, and handle startup business. The Secretary of State does not regulate these internal matters; they are the entity’s responsibility.19Texas Secretary of State. Management and Ownership FAQs
Federal Beneficial Ownership Reporting
One thing you no longer need to worry about: as of March 2025, entities formed in the United States are exempt from filing Beneficial Ownership Information (BOI) reports with FinCEN under the Corporate Transparency Act. An interim final rule removed domestic companies from the requirement, limiting it to foreign entities registered to do business in a U.S. state.20FinCEN.gov. Beneficial Ownership Information Reporting A Texas entity formed in 2026 does not file a BOI report.