Texas Certificate of Formation — Step 3 of 8
The Texas Certificate of Formation (Form 205) is the document that legally creates your LLC — it's Texas's version of what other states call the Articles of Organization. You file it with the Secretary of State, pay $300, and your LLC officially exists. This guide walks every field, how to file, and the mistakes that cause rejections.
To file the Texas Certificate of Formation, go to SOSDirect, complete Form 205 (LLC name, registered agent, management structure, organizer), and pay the $300 filing fee by credit card (plus a ~2.7% online fee). Online filings are typically processed within a few business days. Once approved, you'll receive a stamped certificate and your LLC's file number — your LLC legally exists from that date.
- Form
- Form 205
- Filing fee
- $300 (non-refundable)
- Online card fee
- ~2.7% (~$8)
- Filing portal
- SOSDirect
- Processing
- A few business days
- Delayed effective date
- Up to 90 days
- Foreign LLC
- Form 304 · $750
- Next step
- Step 4: OA →
What Is the Texas Certificate of Formation?
The Certificate of Formation (Form 205) is the founding legal document of your Texas LLC. When the Secretary of State accepts it, your LLC becomes a separate legal entity with its own rights, liability protection, and obligations.
If you've read guides for other states, you may know this document as the "Articles of Organization." Texas just uses a different name — Certificate of Formation — for the exact same thing. Don't waste time searching for "Texas Articles of Organization"; the form you want is Form 205, filed under Texas Business Organizations Code §3.005 and §3.010.
The $300 fee is non-refundableTexas keeps the $300 even if your filing is rejected. That's why confirming your name (Step 1) and lining up your registered agent and their consent (Step 2) before you file matters — a rejection costs you time, and a careless refile can cost you again.
What You Need Before You File
Have these ready before you open Form 205 — SOSDirect can time out, and you don't want to hunt for details mid-filing:
- Your confirmed LLC name with a valid designator, checked for availability in Step 1.
- Your registered agent's name and Texas street address, plus their consent (Form 401-A) from Step 2.
- Your management structure — will the LLC be member-managed or manager-managed?
- Names and addresses of your governing persons (members or managers) and the organizer.
- A credit card for the $300 fee (plus the ~2.7% online convenience fee). Mail filings take a check or money order.
Every Field on Form 205
Here's exactly what each article of the Certificate of Formation asks for:
Entity Name
RequiredYour complete LLC name, including a designator (LLC, L.L.C., Limited Liability Company, etc.). It must be distinguishable from existing Texas entities. Enter it exactly as you want it on record.
Registered Agent & Registered Office
RequiredChoose Option A (an organization, like a registered agent service) or Option B (an individual, like yourself). Enter the agent's name and a physical Texas street address — no P.O. boxes. The agent must have consented; keep Form 401-A in your records.
Governing Authority
RequiredState whether your LLC "has managers" (manager-managed) or "will not have managers" (member-managed), then list the names and addresses of those governing persons. Member-managed is the default for most small LLCs where the owners run the business.
Purpose
Pre-filledForm 205 already includes a general-purpose statement covering any lawful business an LLC may conduct. You only add language here if you need a specific purpose — for example, a professional service or to qualify for a tax exemption.
Supplemental Provisions / Information
OptionalSpace for any extra provisions you want in your certificate — for instance, specific management rules or a professional LLC designation. Most standard LLCs leave this blank and put internal rules in the operating agreement instead.
Organizer
RequiredThe name and address of the organizer — the person filing the certificate. This does not have to be a member or manager; it can be you, an attorney, or a formation service acting on your behalf.
Effective Date
OptionalChoose when the LLC takes effect: when filed, on a delayed date up to 90 days out, or upon a future event. Most people take the filing date. A delayed date is useful for starting at the beginning of a tax year.
Execution (Signature)
RequiredThe organizer signs, affirming the information is accurate. No notary is required. Knowingly filing false information is a criminal offense under §4.008, so review before submitting.
Form 205 Pre-Filing Readiness Checklist
Check off each item below. When all seven are green, you're ready to file without risking a rejection:
How to File Form 205 (Step by Step)
- Create or log in to your SOSDirect account at sos.state.tx.us.
- Choose to form a domestic limited liability company (Form 205).
- Enter your LLC name exactly as confirmed available.
- Enter your registered agent (Option A or B) and Texas registered office address.
- Select your governing authority — managers or members — and list their names and addresses.
- Add any supplemental provisions (most leave blank) and set an effective date if not immediate.
- Enter the organizer's name and address, then type the name to sign electronically.
- Pay the $300 fee by credit card (a ~2.7% convenience fee applies) and submit.
- Watch your email for the file-stamped certificate and SOS file number once approved.
Processing Time and After Approval
Online filings through SOSDirect are typically processed within a few business days, though times shift with the state's volume. Mail filings take roughly 7–10 business days plus postal transit. If you have a deadline, expedited processing is available through the Texas Express program for an added fee.
Once approved, you'll receive your file-stamped Certificate of Formation and a unique SOS file number. Save that number — you'll need it for your franchise tax reports, registered agent changes, and most state filings. A Certificate of Status (proof of good standing) and certified copies are available from the SOS for a small additional fee if a bank or lender requests one.
Veteran-owned? The fee may be waivedQualifying new veteran-owned businesses can have the $300 filing fee waived — a benefit Texas made permanent beginning January 1, 2026. You'll need a verification letter from the Texas Comptroller. Ask before you pay if this could apply to you.
Common Reasons Texas Rejects a Filing
Rejections cost you time and your $300 isn't refunded, so avoid these:
- Name not distinguishable from an existing Texas entity, or missing a valid designator.
- P.O. box as the registered office — a physical Texas street address is required.
- Listing the LLC as its own registered agent — Texas doesn't allow it.
- Restricted words (bank, university, etc.) without the required agency approval.
- Missing required fields — no governing persons listed, or no organizer signature.
- ✓Prepares and files your Texas Certificate of Formation
- ✓No rejected filings — they know exactly what SOSDirect requires
- ✓1 FREE year of Texas Registered Agent ($125 value)
- ✓Your address stays off public record — they use their Texas address
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Texas Certificate of Formation — FAQ
Ahmad Adil is the founder and CEO of LLC School. The fields and fees on this page were verified against Texas Secretary of State Form 205 and its instructions, the SOSDirect filing system, and Texas Business Organizations Code §3.005 and §3.010. LLC School updates its Texas guides whenever the state changes its process or fees.
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