Texas: Domestic LLC Formation Filing Requirements

Requirements one by one

Governing law and filing record

Texas forms an ordinary domestic LLC by filing a Certificate of Formation
under Business Organizations Code Chapters 3 and 4. The Secretary of State's
current minimum statutory form is Form 205.

Section 3.001(a) requires a certificate complying with §§ 3.003, 3.004, and
3.005. The LLC-specific public-disclosure requirements are in § 3.010.

Organizer and signature

Under § 3.004, any person with capacity to contract for that person or another
may organize the LLC, and every organizer signs the certificate. Section
3.005(a)(7) also puts each organizer's name and address in the public filing.

Form 205 explains that one organizer is enough, there is no Texas-residency
requirement, and an organizer may be an adult natural person or a legal entity.
The organizer's filing role does not by itself make that person an LLC member
or manager.

Required entity and purpose terms

The certificate states the entity's name and type and a purpose, which may be
any lawful purpose for an LLC. Texas supplies perpetual existence by default;
a specific duration appears only if the organizers choose a limited term.

Form 205 also requires an organizational designation in the name. Its current
instructions warn that preliminary name clearance is not final and that a
noncompliant name prevents filing.

Addresses and service fields

Section 3.005(a)(5)-(7) requires the initial registered-office street address,
the initial registered agent's name, the LLC's initial mailing address, and each
organizer's address.

The mailing address may be a street address or post-office box. Form 205 says
the Comptroller uses it for state tax information and correspondence. The
registered-office field has a separate street-address rule covered in the
registered-agent survey.

Management and owner disclosure

Texas makes the initial governing people public. Section 3.010 requires the
certificate to say whether the LLC initially has managers. If it does, the
certificate lists every initial manager's name and address. If it does not, the
certificate lists every initial member's name and address.

Form 205 requires at least one governing person and permits either an individual
or an organization in that role.

Optional and restricted provisions

Section 3.005(b) permits additional provisions about the LLC's organization,
ownership, governance, business, or affairs if they are not inconsistent with
law. Form 205 provides a supplemental-provisions area for that text.

A limited duration is one statutory example. Texas otherwise supplies perpetual
existence under § 3.003.

Filing method, fee, and attachments

The current base fee is $300 under §§ 4.152 and 4.154. Form 205 permits a PDF
submission through SOSUpload or a duplicate paper submission by mail or courier.
A credit-card payment carries a separate 2.7 percent convenience fee.

Registered-agent consent must exist in writing or electronically, but the
consent record is not filed with the certificate. The attachment and submission
trap is discussed below.

Formation and effective date

Under § 3.001(c), the LLC's existence begins when the certificate filing takes
effect. Section 4.051 makes filing the default effective time.

Texas also permits a stated future date or time, or effectiveness tied to a
future event or fact. The outside date is the 90th day after signing. The
future-event route carries an additional filing requirement described below.

Publication and initial follow-up

The complete formation provisions and Form 205 instructions state no statewide
newspaper-publication, proof-of-publication, or separate immediate Secretary-of-
State report for an ordinary Texas LLC.

Form 205 does direct tax correspondence to the initial mailing address and warns
that LLCs are subject to franchise tax. Tax reports and payments are outside
this formation-filing survey.

What trips people up

Member-management makes every initial member public. Choosing no managers
does not avoid the governing-person attachment. Section 3.010 instead requires
the name and address of each initial member; a manager-managed LLC lists each
initial manager.

A future-event effective clause needs a second filing. Under § 4.055, the
LLC must file a statement confirming when the event occurred or was waived no
later than 90 days after the certificate was filed. Section 4.056 says the
certificate does not take effect if that statement is not timely filed.

Agent consent is required but not attached. Form 205 says the designated
agent must have consented in writing or electronically, while a copy of that
consent should not accompany the certificate. The organizer's appointment
affirms the consent.

Common questions

Must Form 205 be notarized? No. The current instructions require the
organizer's signature but expressly say notarization is unnecessary.

Does preliminary name clearance guarantee acceptance? No. The Secretary of
State says the final determination occurs only when the document is received
and processed and warns against spending money or signing documents based on a
preliminary clearance.

Does filing Form 205 create the company agreement? No. Form 205 is the
public certificate that forms the entity. The company agreement is a separate
internal governance record and is outside this filing survey.

Statutes and sources

• Tex. Bus. Orgs. Code §§ 3.001, 3.003 to 3.005, 3.010 — formation,
  duration, organizer, general certificate contents, optional provisions, and
  manager/member disclosure.
  https://tcss.legis.texas.gov/resources/BO/htm/BO.3.htm
  (accessed 2026-07-29)
• Tex. Bus. Orgs. Code §§ 4.001 to 4.002 — delivery channels, conformity,
  fee payment, acceptance, filing date, and acknowledgment.
  https://tcss.legis.texas.gov/resources/BO/htm/BO.4.htm
  (accessed 2026-07-29)
• Tex. Bus. Orgs. Code §§ 4.051 to 4.056 — default and delayed
  effectiveness, 90-day limit, event statement, and failure consequence.
  https://tcss.legis.texas.gov/resources/BO/htm/BO.4.htm
  (accessed 2026-07-29)
• Tex. Bus. Orgs. Code §§ 4.152, 4.154 — $300 LLC certificate fee.
  https://tcss.legis.texas.gov/resources/BO/htm/BO.4.htm
  (accessed 2026-07-29)
• Texas Secretary of State Form 205 Instructions — name, agent consent,
  governing-person fields, mailing address, organizer, execution, $300 fee,
  credit-card charge, and SOSUpload or paper delivery.
  https://www.sos.state.tx.us/corp/instructions/205.shtml
  (accessed 2026-07-29)