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.
Form205 requires the LLC name/type; consenting registered agent and Texas registered-office street address; whether there are managers and the name/address of every initial manager, or every initial member if no managers; purpose; initial mailing address; organizer name/address and execution; and applicable supplemental/duration provisions. An LLC cannot serve as its own agent. A domestic entity or foreign entity registered in Texas, or a Texas-resident individual, may serve. Written/electronic consent is required but is retained rather than submitted with Form205. The base Form205 filing fee is $300. Current September2026 SOS instructions direct online submissions through SOSPortal, with ACH or credit card; the published card charge is $0.25 plus2.25% of total filing fees ($7 on a $300 filing), subject to actual checkout. Paper submissions use check/money order; current instructions say not to include duplicate copies or instruction pages. Check current processing; no approval date is guaranteed.
- Form
- Form 205
- Filing fee
- $300 (non-refundable)
- Online card fee
- $0.25 +2.25%; check actual checkout
- Filing portal
- SOSPortal: current Form205 instructions
- Processing
- Check current queue and delivery
- Delayed effective date
- Specified date: ≤90days from signature
- Foreign LLC
- Form 304 · $750
- Next step
- Step 4: OA →
What Is the Texas Certificate of Formation?
The accepted Certificate creates a separate legal entity. Keep its records and respect entity formalities; formation does not guarantee a bank account or protection against every personal liability.
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.
Prepare accurate and complete contents and review the current SOS correction, rejection and fee instructions before submission. Do not assume a short checklist guarantees acceptance.
What You Need Before You File
Form205 requires the LLC name/type; consenting registered agent and Texas registered-office street address; whether there are managers and the name/address of every initial manager, or every initial member if no managers; purpose; initial mailing address; organizer name/address and execution; and applicable supplemental/duration provisions. An LLC cannot serve as its own agent. A domestic entity or foreign entity registered in Texas, or a Texas-resident individual, may serve. Written/electronic consent is required but is retained rather than submitted with Form205.
- 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.
- Prepare $300 base payment; current online options are ACH/card, with published card charge $0.25 +2.25%. Paper check/money order follows current SOS instructions.
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
RequiredForm205 requires the LLC name/type; consenting registered agent and Texas registered-office street address; whether there are managers and the name/address of every initial manager, or every initial member if no managers; purpose; initial mailing address; organizer name/address and execution; and applicable supplemental/duration provisions. An LLC cannot serve as its own agent. A domestic entity or foreign entity registered in Texas, or a Texas-resident individual, may serve. Written/electronic consent is required but is retained rather than submitted with Form205.
Governing Authority
RequiredState whether the LLC initially has managers. List every initial manager’s name/address if it does, or every initial member’s name/address if it does not. Include at least one governing person and keep the agreement consistent.
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
OptionalUse supplemental provisions for applicable optional terms, including limited duration when desired. A professional LLC has separate Form206 requirements; do not assume a professional designation alone is sufficient.
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
OptionalUnder current Form205 instructions, a specified delayed effective date/time may be no more than90days from the date the instrument is signed, not90days after filing. Conditional event/fact effectiveness has separate notice and timing requirements; review the current instructions before using it.
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
Record preparation of the listed items, then review all current form and conditional requirements. A completed checklist is not an approval guarantee.
How to File Form 205 (Step by Step)
- Use the current SOSPortal filing workflow linked in the SOS Form205 instructions.
- 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.
- The base Form205 filing fee is $300. Current September2026 SOS instructions direct online submissions through SOSPortal, with ACH or credit card; the published card charge is $0.25 plus2.25% of total filing fees ($7 on a $300 filing), subject to actual checkout. Paper submissions use check/money order; current instructions say not to include duplicate copies or instruction pages. Check current processing; no approval date is guaranteed.
- Watch your email for the file-stamped certificate and SOS file number once approved.
Processing Time and After Approval
The base Form205 filing fee is $300. Current September2026 SOS instructions direct online submissions through SOSPortal, with ACH or credit card; the published card charge is $0.25 plus2.25% of total filing fees ($7 on a $300 filing), subject to actual checkout. Paper submissions use check/money order; current instructions say not to include duplicate copies or instruction pages. Check current processing; no approval date is guaranteed.
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
Review complete fields and current filing instructions to reduce avoidable rejections.
- 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.
- ✓Optional formation assistance; confirm filing scope, service pricing and submission responsibilities.
- ✓Optional formation assistance; confirm filing scope, service pricing and submission responsibilities.
- ✓Confirm registered-agent eligibility, coverage, included periods and renewal charges.
- ✓Review address-use rules and privacy policies; a service does not remove all information from public filings.
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Current Form205 instructions
Form205 requires the LLC name/type; consenting registered agent and Texas registered-office street address; whether there are managers and the name/address of every initial manager, or every initial member if no managers; purpose; initial mailing address; organizer name/address and execution; and applicable supplemental/duration provisions. An LLC cannot serve as its own agent. A domestic entity or foreign entity registered in Texas, or a Texas-resident individual, may serve. Written/electronic consent is required but is retained rather than submitted with Form205. The base Form205 filing fee is $300. Current September2026 SOS instructions direct online submissions through SOSPortal, with ACH or credit card; the published card charge is $0.25 plus2.25% of total filing fees ($7 on a $300 filing), subject to actual checkout. Paper submissions use check/money order; current instructions say not to include duplicate copies or instruction pages. Check current processing; no approval date is guaranteed. Under current Form205 instructions, a specified delayed effective date/time may be no more than90days from the date the instrument is signed, not90days after filing. Conditional event/fact effectiveness has separate notice and timing requirements; review the current instructions before using it.
Texas Certificate of Formation — FAQ
Ahmad Adil is the founder and CEO of LLC School. This guide uses the current SOS Form205 instructions. Verify current filing requirements and obtain professional advice for unusual provisions or classifications.
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