How to File a Texas Certificate of Formation: The Privacy-First LLC Guide (Form 205)
This article provides general information for educational purposes only. It is not legal advice, does not create an attorney-client relationship, and should not be relied upon as a substitute for consultation with a qualified attorney. Laws vary by state, and individualized guidance is recommended.
In Texas, filing Form 205 isn't just a legal requirement; it’s a public ledger that can expose your home address forever if you aren't careful. This guide covers how to secure your liability shield without sacrificing your privacy. Whether you are forming a single-member LLC, a multi-member enterprise, or a holding company for real estate assets, this Certificate of Formation is your first step.
Disclaimer This article provides general information for educational purposes only. It is not legal advice, does not create an attorney-client relationship, and should not be relied upon as a substitute for consultation with a qualified attorney. Laws vary by state, and individualized guidance is recommended.
Texas Form 205—the Certificate of Formation for a Limited Liability Company—is the document used to create a standard domestic Texas LLC.
Because the filing becomes part of the public record, the names and addresses entered on it should be considered carefully. Once submitted, historical formation documents may remain publicly available even after the company later updates its information.
What Is Form 205?
Form 205 establishes a standard Texas LLC when accepted by the Secretary of State. The filing fee is $300, with an additional 2.7% convenience fee when payment is made by credit card. (Texas Secretary of State)
Form 205 should not be used for:
Entity | Correct Form |
|---|---|
Standard Texas LLC | Form 205 |
Texas PLLC | Form 206 |
Foreign LLC registering in Texas | Form 304 |
Professional corporation | Form 203 |
Standard Texas LLC
Form 205
Texas PLLC
Form 206
Foreign LLC registering in Texas
Form 304
Professional corporation
Form 203
A certificate of formation is different from a company agreement, commonly called an operating agreement. The certificate is publicly filed, while the company agreement is normally kept as a private internal document.
Protecting Your Address
Form 205 requires addresses for the registered office, governing persons, and organizer. Those details become part of the public filing.
A professional registered agent may help keep your home address out of the registered-office section. However, hiring a registered agent does not automatically authorize you to use that agent’s address for managers, members, the organizer, or the company’s mailing address.
Before using a commercial address anywhere else on the form, obtain the provider’s permission and confirm that its service includes that use.
Registered-Office Requirements
The LLC must maintain a registered agent and registered office in Texas.
The registered office must:
- Be a physical street address in Texas
- Be a location where service of process may be delivered
- Be maintained by the registered agent
- Not consist solely of a P.O. box or ordinary virtual mailbox
The LLC itself cannot serve as its own registered agent, although an eligible Texas resident—such as an owner—may serve.
How to Complete Form 205
Article 1: Entity Name
The LLC’s name must be distinguishable in the Secretary of State’s records and include an authorized designation, such as:
- Limited Liability Company
- Limited Company
- LLC
- L.L.C.
- LC
- L.C.
Certain regulated terms may require additional authorization or documentation.
Article 2: Registered Agent and Office
Identify either:
- A Texas resident serving as the agent; or
- An organization authorized to conduct business in Texas.
The registered agent must consent to the appointment. The consent is generally kept with the LLC’s records rather than filed with Form 205.
Article 3: Governing Authority
Choose whether the LLC will be:
Structure | Who Manages the LLC? |
|---|---|
Member-managed | The owners manage the business |
Manager-managed | One or more designated managers manage it |
Member-managed
The owners manage the business
Manager-managed
One or more designated managers manage it
Form 205 requires the name and address of each initial governing person. A manager does not necessarily have to be an owner.
The company agreement should clearly define management authority, voting rights, and limits on who may bind the LLC.
Article 4: Purpose
Most ordinary LLCs may use broad lawful-purpose language. However, businesses involving licensed, regulated, financial, insurance, healthcare, or professional activities may require a more specific purpose or a different entity type.
A broad purpose clause should not be used to imply that the LLC may conduct activities for which it lacks a required license.
Organizer
The organizer signs and submits the certificate of formation. The organizer creates the LLC but does not automatically become a member, manager, or owner.
Effective Date
The LLC may become effective:
- When the filing is accepted;
- On a specified future date; or
- Upon a specified future event permitted by law.
A delayed effective date generally cannot be more than 90 days after signing. (Texas Secretary of State)
Forming a Texas Series LLC
Texas does not provide a simple “Series LLC” checkbox on Form 205.
To establish series liability protections, the certificate must contain the notice required by Texas Business Organizations Code § 101.602. The LLC must also maintain the records and asset separation required by law. (Texas Statutes)
Texas now distinguishes between protected series and registered series. A series conducting business under a name that does not include the parent LLC’s full legal name may also need an assumed-name filing. (Texas Secretary of State)
Because incorrect language or recordkeeping can undermine the intended separation between series, customized legal drafting is advisable.
Filing Costs and Expedited Options
Service | Additional Fee |
|---|---|
Standard Form 205 filing | $300 |
Credit-card convenience fee | 2.7% |
Standard expedited processing | $50 per document |
Next-business-day processing | $500 per document |
Same-day processing | $750 per document |
Standard Form 205 filing
$300
Credit-card convenience fee
2.7%
Standard expedited processing
$50 per document
Next-business-day processing
$500 per document
Same-day processing
$750 per document
Expedited charges are added to the underlying filing fee. Same-day and next-day requests are subject to submission deadlines and Texas Express requirements. (Texas Secretary of State)
Form 205 may be submitted through SOSDirect, SOSUpload, mail, courier, or in-person delivery. (Texas Secretary of State)
What to Do After Formation
After the Secretary of State accepts Form 205:
- Adopt a written company agreement.
- Obtain an EIN from the IRS.
- Open a separate business bank account.
- Confirm Texas franchise tax registration.
- Obtain required licenses and permits.
- Document initial ownership and capital contributions.
- Maintain the registered agent and registered office.
- Keep personal and business funds separate.
- Preserve the registered agent’s written consent.
- Review insurance requirements.
An LLC provides meaningful liability protection, but formation alone is not enough. Owners should maintain separate finances, accurately sign contracts in the LLC’s name, keep reliable company records, and avoid using the entity for fraud or improper purposes.
Final Takeaway
Form 205 is a relatively short filing, but the choices made on it affect the LLC’s public record, management structure, and long-term administration.
Plan the address strategy before filing, use the correct entity form, obtain permission before using a registered agent’s address for other purposes, and ensure that the company agreement matches the management structure selected on the certificate.
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