Texas Certificate of Formation: Form 205 Filing & Fee (2026)
A Texas Certificate of Formation is the document that legally creates your company. For an LLC it is Form 205, filed with the Texas Secretary of State for a $300 filing fee. You can file online through SOSDirect, by mail, or by fax. The certificate names your LLC, its registered agent and registered office, its management structure, and its organizer - and once the Secretary of State accepts it, the LLC exists.
Quick Answer
- Form
- Form 205, Certificate of Formation for a Limited Liability Company
- Filing fee
- $300 (2026), to the Texas Secretary of State
- File via
- SOSDirect (online), mail, or fax
- Names
- LLC name, registered agent, management, organizer, effective date
- Governing law
- Texas Business Organizations Code (Title 1 and Chapter 101)
- Not filed
- The company (operating) agreement stays internal
What a Certificate of Formation Is
Under the Texas Business Organizations Code, a domestic filing entity comes into existence only when its certificate of formation is filed and accepted by the Secretary of State. For a limited liability company, that certificate is Form 205. It is the Texas equivalent of what other states call "Articles of Organization" - the same legal act, a different name. Filing Form 205 is the moment your LLC is created and its limited-liability shield begins. This page explains the form field by field; for the complete start-to-finish process, including EIN and tax setup, see how to form an LLC in Texas.
Agency, Fee, and Filing Methods
You file Form 205 with the Texas Secretary of State, not the Comptroller or a county. The filing fee is $300. There are three ways to submit it:
- Online (SOSDirect): the fastest route, using the Secretary of State's online filing system with a credit card.
- By mail: send the signed Form 205 with a check or money order to the Secretary of State in Austin.
- By fax: transmit the form with a payment form authorizing the fee.
Expedited processing is available for an additional fee set by the Secretary of State. Because expedite and copy charges change, confirm the current amount on the official fee schedule before filing. For a full breakdown of what a Texas LLC costs beyond this one form, see how much an LLC costs.
What Form 205 Requires, Line by Line
Form 205 is a structured document. Each article collects specific information the Secretary of State needs to register your entity.
| Article | What it asks |
|---|---|
| Entity name | The LLC name, including a required designator such as "LLC," "L.L.C.," or "Limited Liability Company," distinguishable in Secretary of State records |
| Registered agent & office | An individual Texas resident or qualified entity who consents, plus a physical Texas street address (no P.O. box) |
| Management | Whether the LLC is member-managed or manager-managed |
| Governing persons | The names and addresses of the initial members or managers |
| Purpose | A general statement that the LLC is formed for any lawful purpose |
| Organizer | The name and address of the person forming the LLC |
| Effective date | On filing, at a later date (up to 90 days), or on a future event |
Supplemental provisions can be attached - for example, additional indemnification terms. The organizer signs the certificate, and the organizer need not be a member of the LLC.
Choosing a Compliant Name
The name on Form 205 must include an LLC designator and must be distinguishable in the records of the Secretary of State from existing entity names and reservations. Before you file, run a Texas business entity search to confirm the name is not already taken. If you are not ready to file, you can reserve the name for 120 days by filing a separate name reservation. A name that clears the state database can still infringe a federal trademark, so a separate trademark clearance is prudent for any brand you intend to build on.
The Registered Agent Requirement
Every Texas LLC must name a registered agent on Form 205 and maintain one continuously. The agent receives service of process and official notices at a physical Texas registered office. The agent must be an individual Texas resident or a domestic or qualified foreign entity, and must have consented to serve - keep a signed consent on file even though it is not submitted with the certificate. To change the agent later, file Form 401, Change of Registered Agent and/or Registered Office, for a $15 fee. Failing to maintain an agent can lead the Secretary of State to involuntarily terminate the LLC.
After the Certificate Is Filed
Once the Secretary of State accepts Form 205, your LLC legally exists, and you will receive a stamped, file-marked copy. Three things typically come next:
- Adopt a company agreement. Texas does not file it, but a company (operating) agreement governs ownership, management, and profit distribution among members.
- Get an EIN. Apply for a free federal Employer Identification Number from the IRS to open a bank account and hire employees.
- Set up Texas tax accounts. Register a franchise tax account with the Comptroller and obtain a sales and use tax permit if you sell taxable goods or services. See Texas LLC tax filing.
Banks generally ask for the file-marked Certificate of Formation and the EIN to open a business account, so keep both records handy. It is also worth ordering a certified copy of the certificate and a Certificate of Fact (status) through SOSDirect if a lender, licensing board, or out-of-state registration will require proof that your LLC exists and is in good standing.
Common Filing Mistakes to Avoid
A handful of errors account for most rejected or problematic Form 205 filings. The most frequent is a name that is not distinguishable from an existing entity - the Secretary of State will reject it, so search first with a Texas business entity search. A second is listing a P.O. box as the registered office; the registered office must be a physical Texas street address where the agent can be served. A third is naming a registered agent who has not actually consented to serve, which is not permitted. Founders also sometimes confuse member-managed and manager-managed structures; choose deliberately, because the choice determines who has authority to bind the LLC and it appears on the public record. Finally, do not treat the Certificate of Formation as a substitute for the internal operating agreement - the two documents serve different functions, and skipping the agreement leaves your LLC governed entirely by the default rules in the Business Organizations Code. Taking a few minutes on each of these points before you submit saves a rejection and a re-filing.
Ongoing Obligations and Amendments
The Certificate of Formation is a one-time filing, but two ongoing duties follow from it. First, the LLC must file an annual franchise tax report with the Comptroller, due May 15 each year; for report years 2026 and 2027, an entity with annualized total revenue at or below $2,650,000 owes no franchise tax but must still file the required information report. Second, if the information on Form 205 changes - the entity name, or a management change - you file a Certificate of Amendment (Form 424) for a $150 fee. A registered-agent change uses the separate Form 401. When you eventually close the business, you file a Certificate of Termination after obtaining tax clearance; see how to dissolve an LLC in Texas.
Frequently Asked Questions
What is a Texas Certificate of Formation?
It is the document that legally creates a Texas entity. For an LLC it is Form 205, filed with the Texas Secretary of State. Once accepted, the LLC exists under the Texas Business Organizations Code.
How much does a Texas Certificate of Formation cost?
The filing fee for Form 205 is $300, paid to the Texas Secretary of State. Optional expedited processing costs an additional fee set by the Secretary of State's fee schedule.
How do I file Form 205 in Texas?
File online through SOSDirect for the fastest turnaround, or submit the completed form by mail or fax with the $300 fee.
What information does Form 205 require?
The LLC name with a designator, the registered agent and office, member- or manager-management, the initial members or managers, the organizer, and the effective date.
Is a Certificate of Formation the same as an operating agreement?
No. The certificate is filed with the state to create the LLC. The company (operating) agreement is an internal contract Texas does not require you to file.
How long does it take to process Form 205?
Online SOSDirect filings are generally processed within a few business days; mailed filings take longer. Expedited processing is available for an additional fee.
Related
- How to form an LLC (hub)
- How to form an LLC in Texas
- Texas business entity search
- Texas DBA filing (Assumed Name Certificate)
- Texas LLC tax filing and franchise tax
- Florida Articles of Organization (sibling)
- Registered agent requirements
- LLC operating agreement
- How to get an EIN
- How much does an LLC cost?
- Legal glossary
Sources
- Texas Secretary of State - Business Organizations Code Forms (Form 205 Certificate of Formation; Form 401; Form 424).
- Texas Secretary of State - Business Formation FAQs (Form 205 fields; registered agent).
- Texas Secretary of State - Filing Fee Schedule ($300 Certificate of Formation; $15 Form 401; $150 amendment).
- Texas Secretary of State - Form 806, Fee Schedule (PDF).
- Texas Secretary of State - Name Filings FAQs (distinguishable-name standard; 120-day reservation).
- Texas Secretary of State - SOSDirect online filing system.
- Texas Business Organizations Code - Chapter 3, Formation and Governance (certificate of formation).
- Texas Business Organizations Code - Chapter 101, Limited Liability Companies.
- Texas Business Organizations Code - Chapter 5, Registered Agents and Registered Offices.
- Texas Comptroller - Franchise Tax ($2,650,000 no-tax-due threshold; May 15 due date).
- Texas Comptroller - Sales and Use Tax Permit (free permit).
- IRS - Limited Liability Company (LLC) (federal classification).
- IRS - Get an Employer Identification Number (free EIN).
- Cornell Legal Information Institute - Limited Liability Company (LLC).
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 forms change; verify current requirements with the Texas Secretary of State and Texas Comptroller before acting.