Texas LLC Certificate of Formation: How to File

The Certificate of Formation is the official document that creates your Texas LLC. Unlike many states that use “Articles of Organization,” Texas calls this founding document the Certificate of Formation—but it serves the same purpose. Once the Texas Secretary of State approves and files your certificate, your LLC legally exists.

This guide covers everything you need to know about completing and filing Form 205, the Certificate of Formation for a Texas Limited Liability Company.

What Is a Certificate of Formation?

The Certificate of Formation (Form 205) is the legal document that:

• Officially creates your LLC as a recognized business entity in Texas
• Establishes your LLC’s legal name
• Identifies your registered agent
• Determines your management structure
• Creates a public record of your business

Once filed and approved, you’ll receive a stamped copy as proof your LLC exists. This document is required to open business bank accounts, obtain licenses, and enter contracts.

Information Required on Form 205

Before filing, gather this information:

1. LLC Name

Your name must include an LLC designator:

• “Limited Liability Company”
• “LLC”
• “L.L.C.”

The name must be distinguishable from other Texas business entities. Search the Texas Secretary of State database before filing.

2. Registered Agent Information

You need a registered agent who will accept legal documents on behalf of your LLC. Required information:

• Registered Agent Name: Individual name or company name
• Street Address: Physical Texas address (no P.O. boxes)
• Consent: The registered agent must consent to serving in this role

3. Governing Authority

Choose how your LLC will be managed:

Member-Managed:

• All members participate in daily operations and decisions
• Most common for small LLCs
• List the name and address of each governing member

Manager-Managed:

• One or more designated managers run the business
• Members may be passive investors
• List the name and address of each manager

4. Organizer Information

The organizer is the person filing the Certificate of Formation. This can be:

• A future member of the LLC
• An attorney
• A formation service like IncCraft
• Anyone you authorize

The organizer doesn’t have to be a member or have any ongoing role in the LLC.

5. Purpose (Optional)

Texas allows you to state a general purpose: “The purpose for which the LLC is formed is the transaction of any and all lawful business for which limited liability companies may be organized under the Texas Business Organizations Code.”

You can specify a particular purpose, but a general statement provides maximum flexibility.

6. Duration

Most LLCs choose “perpetual” duration, meaning the LLC continues indefinitely. You can specify an end date if needed, but this is rare.

How to File Your Certificate of Formation

Option 1: File Online (Recommended)

Filing through SOSDirect is the fastest method:

1. Create an Account: Go to SOSDirect and register
2. Select Filing Type: Choose “Formation” → “Domestic Limited Liability Company”
3. Complete Form 205: Enter all required information
4. Pay Filing Fee: $300 by credit card
5. Submit: Receive confirmation number immediately
6. Receive Documents: Stamped certificate available in 2-3 business days

Advantages:

• Fastest processing (2-3 business days)
• Immediate confirmation
• Electronic documents available for download
• Track status online

Option 2: File by Mail

Download Form 205 from the Secretary of State website, complete it, and mail with payment:

Mailing Address: Secretary of State P.O. Box 13697 Austin, TX 78711-3697

Include:

• Completed Form 205
• Check or money order for $300 payable to “Secretary of State”

Processing Time: 5-7 business days after receipt

Option 3: Expedited Filing

Need your LLC faster? Pay an additional $25 for 24-hour processing:

Expedited service is available for both online and mail filings.

Step-by-Step: Completing Form 205

Section 1: Entity Name

Enter your full LLC name including the designator:

• Correct: “Austin Digital Marketing LLC”
• Incorrect: “Austin Digital Marketing” (missing designator)

Section 2: Registered Agent

If using an individual:

Registered Agent Name: John Smith
Street Address: 123 Main Street, Suite 100
City: Austin
State: TX
Zip: 78701

If using a registered agent organization:

Registered Agent Name: IncCraft Registered Agent Services LLC
Street Address: [Physical Texas Address]
City: [City]
State: TX
Zip: [ZIP]

Section 3: Governing Authority

For Member-Managed LLC: Check the box for “each member” and list:

Member Name: John Smith
Address: 456 Oak Avenue, Houston, TX 77001

Member Name: Jane Doe
Address: 789 Pine Street, Dallas, TX 75201

For Manager-Managed LLC: Check the box for “one or more managers” and list:

Manager Name: John Smith
Address: 456 Oak Avenue, Houston, TX 77001

Section 4: Purpose

Use the standard general purpose language:

The purpose for which the limited liability company is formed is for the transaction of any and all lawful business for which limited liability companies may be organized under the Texas Business Organizations Code.

Section 5: Duration

Select “perpetual” unless you have a specific reason to limit the LLC’s lifespan.

Section 6: Organizer

Enter the organizer’s information:

Organizer Name: John Smith
Address: 456 Oak Avenue, Houston, TX 77001

Sign and date the form.

After Filing: What to Expect

Approval Notification

• Online Filing: Status updates available in SOSDirect; email notification when complete
• Mail Filing: Stamped certificate returned by mail

What You’ll Receive

Your filed Certificate of Formation includes:

• Texas Secretary of State file stamp
• Filing date
• File number (your official Texas SOS number)

If Your Filing Is Rejected

Common rejection reasons:

Rejections include explanation and instructions for correction.

Certificate of Formation vs. Articles of Organization

If you’ve researched LLCs in other states, you may have seen “Articles of Organization.” Here’s the difference:

These documents serve the same purpose—they’re just named differently. Texas uses “Certificate of Formation” for all entity types (LLCs, corporations, partnerships).

Common Mistakes to Avoid

1. Using a P.O. Box for Registered Agent: Texas requires a physical street address where process can be served

1. Forgetting the LLC Designator: Every Texas LLC name must include “LLC,” “L.L.C.,” or “Limited Liability Company”

1. Not Checking Name Availability: Search the SOS database before filing to avoid rejection

1. Listing Members as Managers (or Vice Versa): Understand the difference between member-managed and manager-managed before selecting

1. Using a Non-Texas Address for Registered Agent: Your registered agent must have a Texas physical address

1. Incomplete Information: All required fields must be completed for approval

Do You Need a Lawyer?

Filing a Certificate of Formation is straightforward for most businesses. You likely don’t need a lawyer if:

• Your ownership structure is simple
• You understand the member-managed vs. manager-managed distinction
• You’re comfortable with online forms

Consider legal help if:

• You have complex ownership arrangements
• You’re forming an LLC with investors
• You have specific liability or tax concerns
• You’re in a heavily regulated industry

What Comes After Filing?

Once your Certificate of Formation is approved:

1. Create an Operating Agreement: Defines ownership, management, and operational rules
2. Get an EIN: Apply for your federal Employer Identification Number (free from IRS)
3. Open a Business Bank Account: Keep business and personal finances separate
4. Obtain Licenses: Check state and local licensing requirements
5. File Franchise Tax Report: Due May 15 annually (even if no tax is owed)

Certificate of Formation Amendments

Need to change something after filing? You can amend your Certificate of Formation:

Common amendments:

• Change LLC name
• Change registered agent
• Change from member-managed to manager-managed (or vice versa)
• Add or remove managers

Amendment fee: $150

File Form 424 (Certificate of Amendment) through SOSDirect or by mail.

Get Your Texas LLC Started

The Certificate of Formation is your first official step toward protecting your personal assets and establishing your business legitimately in Texas.

IncCraft handles your Certificate of Formation filing, ensures accuracy, and tracks your application through approval. We include registered agent service, EIN filing, and an operating agreement—everything you need to launch properly.

Start your Texas LLC with IncCraft today.