The Texas LLC Certificate of Formation (Form 205) is the document that creates your LLC. You file it with the Texas Secretary of State, pay $300, and once it’s approved and filed, your LLC legally exists. Online filings through SOSDirect usually come back in 2-3 business days.
Most states call this document the Articles of Organization. Texas just uses a different name. It does the same job: it sets your LLC’s legal name, names your registered agent, records whether members or managers run the company, and puts all of that on the public record. The stamped copy you get back is what banks, licensing offices and the other side of a contract will ask to see.
What information does Form 205 ask for?
Have these ready before you start, so you aren’t hunting for a manager’s address halfway through.
LLC name. It must include “Limited Liability Company,” “LLC” or “L.L.C.” and be distinguishable from every other Texas entity. Search the Secretary of State database first. “Austin Digital Marketing LLC” works. “Austin Digital Marketing” gets rejected for the missing designator.
Registered agent. The name of an individual or a company, plus a physical Texas street address. No P.O. boxes, and no out-of-state addresses. The agent also has to consent to serving in the role, so ask them before you list them.
Governing authority. This is whether the LLC is member-managed or manager-managed, and you list the name and address of each governing member or each manager.
Organizer. The person filing the form. That can be a future member, an attorney, a formation service like IncCraft or anyone you authorize. The organizer doesn’t need to be a member or have any ongoing role.
Purpose. A general purpose is fine and gives you the most room. The standard language is: “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.” You can name a specific purpose, but there’s rarely a reason to.
Duration. Almost everyone chooses perpetual, meaning the LLC continues until you dissolve it. A fixed end date is possible but rare.
Member-managed or manager-managed?
This is the one choice on Form 205 that takes thought, and getting it backward is a common mistake.
In a member-managed LLC, all the members take part in day-to-day decisions. That’s the usual setup for small LLCs, including most single-member ones. In a manager-managed LLC, one or more designated managers run the business, and the other members can be passive investors.
If everyone who owns the company also works in it, choose member-managed. If you have owners who are putting in money but won’t be running anything, choose manager-managed and list only the people who will.
How do you file a Texas LLC Certificate of Formation?
Online through SOSDirect
This is the method we recommend.
- Create an account at SOSDirect.
- Choose “Formation,” then “Domestic Limited Liability Company.”
- Complete Form 205.
- Pay the $300 filing fee by credit card.
- Submit. You get a confirmation number immediately.
- Download the stamped certificate once it’s approved, usually in 2-3 business days.
You can track status in SOSDirect, and you’ll get an email when the filing is complete.
By mail
Download Form 205 from the Secretary of State website, fill it out, sign and date it, and send it with a $300 check or money order payable to “Secretary of State” to:
Secretary of State, P.O. Box 13697, Austin, TX 78711-3697
Processing takes 5-7 business days after the state receives it, and the stamped certificate comes back by mail. Mail costs the same as online and takes longer, so we’d only use it if you can’t pay by card.
Expedited
| Service level | Processing time | Total cost |
|---|---|---|
| Standard | 2-3 business days | $300 |
| Expedited | 24 hours | $325 |
The extra $25 is available for both online and mail filings. Pay it when a lease, contract or bank needs the LLC to exist by a specific date. Otherwise standard online filing is fast enough.
What do you get back?
Your filed Certificate of Formation carries the Secretary of State’s file stamp, the filing date and your file number. That file number is your LLC’s official Texas SOS number, and you’ll use it on later filings, so keep it somewhere you can find it.
Why do Texas filings get rejected?
| Issue | Solution |
|---|---|
| Name too similar to an existing entity | Choose a different name |
| Missing LLC designator | Add “LLC” to the name |
| P.O. box or non-Texas address for the registered agent | Use a physical Texas street address |
| Missing required information | Complete all required fields |
| Payment issue | Resubmit with valid payment |
A rejection comes with an explanation and instructions for fixing it. Every item on that list can be caught before you submit. The name is the only one that takes judgment, so search for close variations, not just exact matches.
Do you need a lawyer to file?
Not usually. If your ownership is simple, you know which management structure you want and you’re comfortable with an online form, you can file Form 205 yourself.
Get legal help if you’re bringing in investors, have a complicated ownership split, have specific liability or tax concerns, or work in a heavily regulated industry. In those cases the filing is the easy part. The lawyer earns their fee on the operating agreement.
How is this different from Articles of Organization?
| Document | Used in |
|---|---|
| Certificate of Formation | Texas |
| Articles of Organization | Most other states |
| Certificate of Organization | Some states |
They serve the same purpose. Texas uses “Certificate of Formation” for its other filing entities too, including corporations and limited partnerships.
What if you need to change it later?
You amend it. Common changes are a new LLC name, a new registered agent, a switch between member-managed and manager-managed, or adding and removing managers. File Form 424 (Certificate of Amendment) through SOSDirect or by mail. The fee is $150.
What to do once it’s approved
- Write an operating agreement covering ownership, management and how decisions get made.
- Get a free EIN from the IRS.
- Open a business bank account and keep business and personal money apart.
- Check state and local licensing requirements.
- Mark May 15 on your calendar. The franchise tax report is due then every year, even when no tax is owed.
File your Certificate of Formation with IncCraft
IncCraft prepares and files your Certificate of Formation, checks it for the problems that cause rejections and tracks it through approval. Registered agent service, your EIN and an operating agreement are included.
Start your Texas LLC with IncCraft today.