Texas Articles of Organization (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You form a Texas LLC by filing a Certificate of Formation (Form 205) with the Texas Secretary of State and paying the $300 filing fee. File it online through SOSDirect, or by mail or fax. You must appoint a Texas registered agent, and although Texas has no personal income tax, your LLC must file an annual franchise tax report with the Comptroller.

Texas Agency and Form: Secretary of State, Form 205

A Texas LLC is created by filing a Certificate of Formation with the Texas Secretary of State. The correct document for a limited liability company is Form 205, provided by the Secretary of State in both Word and PDF formats. Filing this certificate - and the Secretary of State's acceptance of it - is the legal act that brings the LLC into existence under the Texas Business Organizations Code.

Form 205 asks for the LLC's name, whether it is member-managed or manager-managed, the name and address of each initial member or manager, the registered agent and registered office, the organizer, and the effective date. The name must contain an LLC designator (such as "LLC," "L.L.C.," or "Limited Liability Company") and be distinguishable in the records of the Secretary of State from existing entity names. You can search existing names and file through SOSDirect, the Secretary of State's online business filing system, which is the fastest route; mail and fax filing are also accepted. This guide covers the general Texas process; for the national overview see how to form an LLC.

How to Form a Texas LLC, Step by Step

Forming a Texas LLC is a five-step process centered on Form 205. Each step below corresponds to a requirement of the Texas Business Organizations Code or a federal tax rule.

1. Choose and check your LLC name. Select a name that includes an LLC designator and is distinguishable from names already on file with the Secretary of State. Verify availability through SOSDirect. If you are not ready to file, you may reserve a name for 120 days. Confirm the name also does not infringe a federal trademark.
2. Appoint a Texas registered agent. Every Texas LLC must designate a registered agent with a physical Texas street address (the registered office). The agent - an individual Texas resident or a qualified entity - must consent to the appointment before being named.
3. File the Certificate of Formation (Form 205). Submit Form 205 to the Texas Secretary of State and pay the $300 filing fee. File online through SOSDirect for the quickest turnaround, or send the form by mail or fax. Once the Secretary of State accepts it, your LLC legally exists.
4. Adopt a company (operating) agreement. Texas does not file or require you to submit a company agreement, but one is strongly recommended to set ownership percentages, management structure, voting, and profit distribution. See operating agreements for what to include.
5. Get an EIN and register for Texas taxes. Apply for a free federal EIN from the IRS, then open a franchise tax account with the Texas Comptroller and, if you sell taxable goods or services, obtain a sales and use tax permit.

After these steps, open a business bank account (banks generally ask for the stamped Certificate of Formation and the EIN) and keep your registered agent and franchise tax account current every year.

Texas LLC Filing Fees (2026)

The core cost of a Texas LLC is the $300 Certificate of Formation fee. The table below lists the state fees most new LLCs encounter, each verified against the Texas Secretary of State fee schedule or the Texas Comptroller. Amounts are effective for 2026 and are set by the state, not by any filing service.

Expedited processing is available from the Secretary of State for an additional fee if you need faster handling. Because expedite and copy fees change, confirm the current amount on the Secretary of State fee schedule before you file.

Texas Registered Agent Requirement

A Texas registered agent is the person or entity your LLC designates to receive service of process, tax notices, and official state correspondence. The Texas Business Organizations Code requires every domestic filing entity, including an LLC, to designate and continuously maintain a registered agent and a registered office in Texas. You name the initial agent directly on Form 205.

The agent must be either an individual who is a Texas resident, or a domestic or qualified foreign entity, and must have a physical Texas street address - a post office box alone does not satisfy the registered office requirement. Since 2010, the person or entity named must have consented to serve as agent; you should keep a signed consent on file even though it is not submitted with the certificate. You may act as your own registered agent, name a manager, or hire a commercial registered agent service. To change agents later, file Form 401, Change of Registered Agent and/or Registered Office, with a $15 fee. Failing to maintain a registered agent can lead to involuntary termination of the LLC by the Secretary of State. See Texas registered agent requirements and the national registered agent overview for detail.

Texas Franchise Tax and Annual Reports

The Texas franchise tax is a privilege tax imposed on entities, including LLCs, that do business in Texas, and it is administered by the Texas Comptroller of Public Accounts - not the Secretary of State. Texas has no personal income tax, so the franchise tax and its annual report are the main ongoing state obligation for most LLCs. There is no separate annual "registration" fee to the Secretary of State like some states charge.

For report years 2026 and 2027, an entity whose annualized total revenue is at or below the $2,650,000 no-tax-due threshold owes no franchise tax. However, the report itself is still required. The annual franchise tax report is due May 15 each year; if May 15 falls on a weekend or holiday, the due date moves to the next business day.

Filing rules changed starting with the 2024 report year: an entity at or below the no-tax-due threshold is no longer required to file a No Tax Due Report, but it must still file an information report - Form 05-102, Public Information Report, for most LLCs (or Form 05-167, Ownership Information Report). Entities above the threshold file a full franchise tax report and calculate tax on their margin. Learn more at Texas franchise tax.

EIN, Sales Tax Permit, and Licenses

A federal Employer Identification Number (EIN) is issued free by the IRS and is used to open a bank account, hire employees, and file taxes. By default, the IRS treats a single-member LLC as a disregarded entity (taxed on the owner's return) and a multi-member LLC as a partnership; either can elect corporate or S-corporation treatment by filing the appropriate IRS form. Most Texas LLCs need an EIN, and one is required if the LLC has more than one member or any employees.

If your LLC sells taxable goods or services in Texas, you must obtain a Texas sales and use tax permit from the Comptroller before making sales. The permit is free and you apply through the Comptroller's eSystems portal. Texas has no general statewide business license, but many cities, counties, and regulated professions require their own permits or licenses, so check local requirements for your specific activity. See Texas sales tax permit and business licenses for details.

Penalties for Missing Texas Requirements

Missing Texas requirements carries real consequences. If an LLC fails to file its franchise tax report or pay tax due, the Comptroller can impose penalties and interest and ultimately forfeit the entity's right to transact business in Texas and its corporate privileges - which can expose managers to personal liability for certain debts. A forfeited entity generally must file the delinquent reports, pay what it owes, and obtain a tax clearance before it can be reinstated.

Separately, if an LLC does not maintain a registered agent and registered office, the Secretary of State may involuntarily terminate the entity after notice. Reinstatement after involuntary termination requires filing the appropriate form, correcting the problem, and paying a reinstatement fee. Keeping your registered agent, franchise tax account, and annual report current is the simplest way to avoid all of these outcomes.

Closing a Texas LLC

To close a Texas LLC properly, you wind up the business, obtain a Certificate of Account Status for dissolution from the Comptroller confirming franchise taxes are paid, and file a Certificate of Termination (Form 651) with the Secretary of State. Simply abandoning the LLC leaves franchise tax obligations running. See how to dissolve an LLC in Texas for the full wind-up and termination steps.

Frequently Asked Questions

How much does it cost to start an LLC in Texas?

The state filing fee for the Certificate of Formation (Form 205) is $300, paid to the Texas Secretary of State. A sales tax permit is free, and there is no annual report fee - though an annual franchise tax report is required. See Texas LLC cost.

What form do I file to create a Texas LLC?

Form 205, the Certificate of Formation for a Limited Liability Company. File it online through SOSDirect, or by mail or fax, with the $300 fee to the Texas Secretary of State.

Does a Texas LLC need a registered agent?

Yes. Every Texas LLC must continuously maintain a registered agent and physical Texas registered office. The agent must be a Texas resident or qualified entity and must consent to the role.

Does a Texas LLC pay state income tax?

No. Texas has no personal income tax. LLCs are subject to the franchise tax instead, but for 2026 an entity with annualized revenue at or below $2,650,000 owes no franchise tax (though it still files an annual report).

When is the Texas franchise tax report due?

May 15 each year, moving to the next business day if the 15th is a weekend or holiday. Entities below the no-tax-due threshold still file a Public Information Report (Form 05-102).

How do I change my Texas registered agent?

File Form 401, Change of Registered Agent and/or Registered Office, with the Secretary of State. The fee is $15 for a for-profit LLC, and the new agent must consent.

Related

• How to form an LLC (cluster hub)
• Texas registered agent requirements
• How much does a Texas LLC cost?
• How to get an EIN
• Texas franchise tax explained
• How to dissolve an LLC in Texas
• How to form an LLC in California (sibling)

Sources

1. Texas Secretary of State - LLC Formation FAQs (Form 205, registered agent requirement).
2. Texas Secretary of State - Business Organizations Code Forms (Form 205 Certificate of Formation; Form 401 Change of Registered Agent).
3. Texas Secretary of State - Filing Fee Schedule ($300 Certificate of Formation; $15 change of registered agent).
4. Texas Secretary of State - Form 806, Fee Schedule (PDF).
5. Texas Secretary of State - SOSDirect online filing system.
6. Texas Secretary of State - Name Filings FAQs (name distinguishability, reservation).
7. Texas Comptroller - Franchise Tax ($2,650,000 no-tax-due threshold for 2026–2027; May 15 due date).
8. Texas Comptroller - Franchise Tax Filing Requirements (Public Information Report / Form 05-102; 2024 change).
9. Texas Comptroller - Sales and Use Tax Permit (no fee; eSystems application).
10. Texas Comptroller - Texas Taxes overview (no personal income tax).
11. Texas Business Organizations Code - Chapter 5, Registered Agents and Registered Offices.
12. Texas Business Organizations Code - Chapter 101, Limited Liability Companies.
13. Texas Business Organizations Code - Chapter 3, Formation and Governance (Certificate of Formation).
14. IRS - Limited Liability Company (LLC) (federal default classification).
15. IRS - Get an Employer Identification Number (free EIN).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Texas Secretary of State and Texas Comptroller before acting.