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Texas calls the LLC's founding document a Certificate of Formation. The form is Form 205, and the $300 filing fee is printed on its first page. You can read the Form 205 instructions on the Secretary of State's site. For a line-by-line fee breakdown, see our Texas LLC cost guide.
What sets Texas apart is the aftercare. There is no Secretary of State annual report for an LLC. The yearly duty is a franchise tax report to the Comptroller.
What name can I use for a Texas LLC?
The name must contain the words "limited liability company," "limited company," or an abbreviation of one of those phrases. Check it against existing records before you file. Our Texas business search guide walks through the lookup, and how to check LLC name availability covers the rest.
If you need time, reserve the name first. The fee is $40 for 120 days, and it can be renewed in the last 30 days. Read our name reservation guide to decide if that is worth it.
How do I fill in Form 205?
The form has four articles and a few extras.
- Entity name and type. The name with its required ending.
- Registered agent and office. Choose an organization or an individual who lives in Texas, then give the street address. The agent cannot be the LLC itself. Details are in our Texas registered agent guide.
- Governing authority. Tick whether the LLC has managers at the start, and list each initial manager. Or tick that it has none, and list each initial member.
- Purpose. The form states any lawful purpose under the Business Organizations Code.
- Mailing address. This is where state franchise tax mail is sent.
- Effectiveness. Effective on filing, or later, up to 90 days from signing.
- Organizer. One person signs and affirms the agent consented.
How do I file and how fast is it?
The Secretary of State runs SOSPortal for online filing. Form 205 also carries a Secretary of State P.O. Box address for paper filing. The published speed-ups, each charged on top of the filing fee, are $50 for standard expedite, $500 for next day and $750 for same day. The pages we read give no normal processing time, so plan around the expedite options if you are in a hurry.
You will not file your company agreement here. The Secretary of State says it cannot accept those. Keep it at your principal office, and see our Texas operating agreement guide for what to put in it. If you plan a series LLC, the state says the series language must appear in both the certificate of formation and the company agreement. Talk to a lawyer about that structure.
What happens after approval?
Get an EIN. The IRS issues it, and our EIN guide shows the steps. Then open a bank account in the LLC's name with your filed certificate and company agreement.
Mark May 15 on your calendar. That is the franchise tax report date, moved to the next business day if it falls on a weekend or holiday. The Comptroller says no tax is due at or below $2,650,000 in revenue. In that case you file the Public Information Report or the Ownership Information Report instead. A late report costs $50, and late tax adds a 5% or 10% penalty. Read the Comptroller's franchise tax page each year, because thresholds can change.
Can I live elsewhere and form in Texas?
Yes, if you have a Texas registered agent and office. See LLC for non-residents. If you only do business in Texas but formed elsewhere, you register as a foreign LLC instead, for $750. Our foreign LLC registration guide explains that route.
Ready to file? Start with the start an LLC form.
After approval, check the rules in our Texas business license guide.