Texas LLC Form 205 Filing: Step-by-Step Guide to Certificate of Formation
If you’re starting a business in Texas, filing a Certificate of Formation—officially known as Texas LLC Form 205—is one of the most important steps you’ll take. This document legally establishes your limited liability company with the state and protects your personal assets from business liabilities. The process of filing Texas LLC Form 205 is straightforward, but there are specific requirements and common pitfalls that can delay your approval.
This guide walks you through every step of filing Form 205 with the Texas Secretary of State, from gathering your information to submitting payment and receiving your approval.
What Is Form 205 and Why It Matters
Texas LLC Form 205, known officially as the “Certificate of Formation,” is the document that officially registers your LLC with the Texas Secretary of State. When you file this form, you’re legally creating a separate business entity that exists independently from its owners (called “members”).
The primary benefit of filing Form 205 is liability protection. Once approved, your LLC shields you from personal responsibility for the company’s debts and legal judgments—a crucial protection that makes forming an LLC worth the effort and expense.
Filing Form 205 is mandatory in Texas. You cannot legally operate as an LLC without it. Even if you’re running your business informally with friends or family, the moment you want liability protection, you must file this document.
What You Need Before You Start
Before you log into SOSDirect to file Form 205, gather the following information:
Your LLC Name: Your chosen business name must be unique in Texas and comply with state naming rules. The name must include “Limited Liability Company,” “LLC,” or “L.L.C.” It cannot contain the word “state” or imply you’re a government agency. The Texas Secretary of State maintains a searchable database where you can verify that your preferred name is available.
Your Registered Agent: Every Texas LLC must have a registered agent—a person or company authorized to receive legal documents on behalf of your business. Your registered agent can be you, a member of your LLC, or a professional service. They must have a physical Texas business address (not a P.O. Box). If you’re uncertain about registered agent requirements, understanding Texas registered agent requirements will help clarify your options and ensure you meet all state standards.
Organizer Information: The organizer is the person filing Form 205. This is usually the owner or a designated representative. You’ll need their name, address, and signature authority.
Business Address: Your LLC’s principal place of business address in Texas (this can differ from your registered agent’s address).
Manager or Member-Managed Status: You’ll declare whether your LLC will be manager-managed or member-managed. In a member-managed LLC, all owners participate in daily decisions. In a manager-managed LLC, designated managers handle operations while members are passive investors.
How to Access SOSDirect and Create an Account
SOSDirect is the Texas Secretary of State’s official online portal for filing business documents. It’s the only way to file Form 205 electronically in Texas.
Step 1: Visit the SOSDirect Portal
Go to www.sosdirect.sos.state.tx.us. You’ll land on the main page with options to register a new account or log in if you already have one.
Step 2: Create Your Account
Click “Create Account” and provide your email address, password, and security questions. Texas requires you to set up a new user account if you haven’t filed documents with SOSDirect before. The account creation process is free and takes about five minutes.
Step 3: Select the Correct Document Type
Once logged in, you’ll see a menu of available forms. Look for “Limited Liability Company” → “Certificate of Formation.” SOSDirect may display this as “LLC Certificate of Formation” or “Form 205”—they’re the same document.
Step 4: Choose Your Filing Method
SOSDirect offers two filing paths: the standard form builder (which walks you through each field) or upload if you’ve already prepared your own Form 205. For most first-time filers, the form builder is simpler because it includes validation to catch missing or incorrect information before submission.
Completing Form 205 Field by Field
The Form 205 in SOSDirect breaks down into clear sections. Here’s what each field requires:
Entity Name
Enter your chosen LLC name exactly as it should appear on your Certificate of Formation. Verify one final time that this name is available in the Texas SOS database. Names are case-insensitive, but special characters and spacing matter.
Assumed Names (Optional)
If your LLC will operate under a trade name different from its legal name, you can list assumed names here. For example, if your LLC is “Smith Services, LLC” but you’ll advertise as “Quick Fix Solutions,” enter the assumed name. You can add multiple assumed names on this form.
Registered Agent Name and Address
Enter the registered agent’s full name and their Texas business address. This must be a physical location where legal documents can be delivered during business hours. Remember that if you’re using a registered agent service, they’ll have specific address formatting requirements—follow their instructions carefully.
Some registered agent companies have specific formatting they require for SOSDirect. Double-check with your agent before submitting to avoid delays.
Manager or Member-Managed Selection
Choose whether your LLC will be member-managed or manager-managed. Most single-member LLCs select member-managed. If you have multiple owners and want to assign management authority to a subset, choose manager-managed. This election affects how your LLC operates internally and is difficult to change later without amending your Certificate of Formation.
Managers (If Applicable)
If you selected manager-managed, you must list at least one manager with their name and address. Managers can be members or non-members, but they must exist when you file.
Organizer Information
The organizer is the person filing Form 205. Most commonly, the organizer is the sole member of a single-member LLC or one of the members in a multi-member LLC. Enter their name, address, and email. The organizer doesn’t need to be a resident of Texas.
Effective Date (Optional)
You can specify a future effective date for your LLC formation (up to 90 days from filing) or leave this blank if you want the LLC to be effective immediately upon approval. Most business owners select immediate effectiveness.
Additional Provisions (Optional)
Texas allows you to include optional provisions in Form 205 if your LLC agreement includes unusual management structures or member rights. Most simple LLCs skip this section.
Paying the $300 Filing Fee
The Texas LLC $300 filing fee is non-refundable. This fee is set by state law and applies to all new LLC formations in Texas.
Payment Options
SOSDirect accepts credit cards (Visa, MasterCard, American Express) and debit cards. It does not accept checks, wire transfers, or ACH payments for online filings. Enter your card information on the secure payment page. The charge will appear on your statement as “State of Texas Secretary of State.”
Timing
The $300 fee is charged immediately when you submit Form 205. You should receive a confirmation email within minutes showing your filing has been received and your transaction ID.
Receipt and Documentation
Keep your SOSDirect filing receipt and transaction ID. These prove you filed Form 205 and paid the fee. You’ll need this documentation to reference your filing if you contact the Secretary of State or if you need to verify filing status.
What Happens After You Submit: Processing Times and Certificate Delivery
After you submit Form 205 and payment, the Secretary of State’s office reviews your filing. Here’s what to expect:
Processing Timeline
The Texas Secretary of State typically processes and approves Form 205 within 1-2 business days if your filing is complete and accurate. During periods of high volume (like tax season or after major regulatory changes), processing may take up to 5 business days.
Receiving Your Certificate of Formation
Once approved, your Certificate of Formation is available immediately through your SOSDirect account under “View/Print Certificates.” You can download and print it yourself at no extra cost. This is a critical document—you’ll need it to open a business bank account, obtain an EIN, apply for licenses, and handle other business formation tasks.
The Secretary of State will also mail you an official certificate if you requested one at filing. SOSDirect defaults to electronic delivery, but you can request a printed copy for an additional fee (usually $5-10).
Your EIN and Business Bank Account
With your approved Certificate of Formation, you can apply for an Employer Identification Number (EIN) from the IRS and open a business bank account. These steps establish your LLC as a fully operational separate legal entity.
Common Mistakes That Delay Approval
Filing Form 205 seems simple, but certain mistakes cause rejections or delays:
Incomplete Registered Agent Address
The most common error is providing an incomplete or invalid registered agent address. The address must be a physical street location in Texas with a complete ZIP code. P.O. Boxes are not accepted. If your address lacks a ZIP code or appears incomplete, the Secretary of State will reject Form 205 and require resubmission.
Duplicate or Unavailable LLC Name
If someone filed an LLC with your chosen name while you were preparing your documents, your filing will be rejected. Always verify name availability on the SOS database immediately before submitting, not just when you began planning your LLC.
Conflicting Manager Designation
If you marked your LLC as manager-managed but failed to name any managers, your filing will be rejected. Ensure your management structure is internally consistent.
Missing or Invalid Organizer Information
The organizer must be clearly identified with a complete name and address. SOSDirect requires this information to validate the filing.
Formatting and Spelling Errors
Typos in your LLC name, registered agent name, or address can cause delays if the Secretary of State flags them for correction. Proofread carefully before submitting.
Formation Services That Can File Form 205 for You
While filing Form 205 yourself on SOSDirect is straightforward and costs only $300, many entrepreneurs use LLC formation services to handle the process. These services file Form 205 on your behalf, verify all information, and sometimes include additional services like registered agent representation or operating agreement drafting.
The best formation services for Texas LLCs streamline the filing process and often include registered agent services and year-round compliance support. Some services also help with ongoing compliance requirements like the Texas franchise tax public information report, which all Texas LLCs must file annually.
If you’re unsure whether to file yourself or use a service, comparing your options can help. A detailed comparison of the best LLC formation services in Texas can guide your decision based on your budget, timeline, and specific needs.
Common Questions About Filing Texas Form 205
How much does it cost to file a Texas LLC?
The filing fee for Form 205 is a flat $300, paid to the Texas Secretary of State. This is the only cost imposed by the state. If you use a formation service, you’ll pay additional fees for their services, typically ranging from $50 to $300 depending on the provider and included services.
How long does it take for Texas SOS to approve Form 205?
The Secretary of State typically approves Form 205 within 1-2 business days if your filing is complete and correct. During high-volume periods, approval may take up to 5 business days. Once approved, your Certificate of Formation is immediately available to download and print from your SOSDirect account.
Can I file Form 205 by mail instead of online?
The Texas Secretary of State strongly encourages online filing through SOSDirect, but paper filings are still accepted if mailed to the Secretary of State’s office. However, paper filings take significantly longer to process (typically 2-3 weeks or more) and cost slightly more. For most business owners, SOSDirect’s instant processing and immediate certificate delivery makes online filing preferable.
What is SOSDirect and do I have to use it?
SOSDirect is the Texas Secretary of State’s official online filing platform. While it’s not technically mandatory—you can file by mail or in person—it’s the only method that provides immediate processing and certificate delivery. The fee is the same regardless of filing method, so SOSDirect is the practical choice for most filers.
What happens if my LLC name is already taken in Texas?
If your chosen name is already registered to another LLC or business entity, your Form 205 will be rejected. You’ll need to select a different name, amend your Form 205, resubmit, and pay the filing fee again. The Secretary of State’s searchable database prevents this by letting you verify availability before filing. Always check immediately before submitting, as new filings happen constantly.
Conclusion and Next Steps
Texas LLC Form 205 filing is the essential first step in establishing your LLC as a legal entity separate from yourself. The process is straightforward when you understand what information you need, how to navigate SOSDirect, and what to avoid.
Once your Certificate of Formation is approved, your next priorities should include:
- Obtaining your EIN from the IRS (free and done online in minutes)
- Opening a business bank account with your Certificate of Formation and EIN
- Drafting or obtaining an Operating Agreement (not filed with the state but essential for operations)
- Understanding annual compliance requirements like franchise tax filings and registered agent maintenance
- Securing necessary business licenses for your industry and location
The $300 filing fee and 1-2 days of processing time are small investments for liability protection and the legitimacy that comes with being a state-registered legal entity. With the steps outlined in this guide, you’ll have your Certificate of Formation approved and ready to support the next phase of your business growth.