Key Takeaways

  • The Texas LLC Articles of Organization (Form 205, also called the Certificate of Formation) is the foundational document to legally form an LLC in Texas.
  • You can file online, by mail, or by fax through the Texas Secretary of State, with an optional expedited processing service.
  • Articles must include details such as the LLC’s name, registered agent, purpose, governing persons, and address.
  • Texas allows inclusion of optional provisions like indemnification, succession clauses, and liability limitations.
  • Professional and nonprofit LLCs have specific licensing and formation requirements.
  • A Series LLC structure allows the creation of multiple protected sub-series under one Texas LLC.
  • After filing, businesses must comply with ongoing requirements such as franchise tax filing and maintaining a registered agent.
  • Drafting an operating agreement helps define management, ownership, and succession—even for single-member LLCs.

Articles of organization LLC Texas is a document you are required to file if you want to form a limited liability company (LLC) in Texas. Similar to articles of incorporation, articles of organization provide the basic information needed to register your company with the Texas secretary of state.

What Are Articles of Organization?

Also referred to as certificate of organization, an article of organization is the form you must complete and submit to the Texas secretary of state in order to establish an LLC. You can either file this document online through the secretary of state's SOSDirect website or submit it by postal mail, along with a filing fee of $300.

The main purpose of the articles of organization is to give the state a written document to keep on file. This document can be short and simple or long and complicated. You must include certain kinds of information in your articles of organization in order to get approval from the state.

Understanding the Texas Certificate of Formation (Form 205)

In Texas, the Articles of Organization are officially referred to as the Certificate of Formation (Form 205). This form, filed with the Texas Secretary of State, officially establishes your LLC. It provides essential details such as your company name, registered agent, management structure, and purpose.

You’ll also be asked to specify whether your LLC is member-managed or manager-managed—a key distinction that affects voting rights and daily operations. The form can be completed and filed through the Secretary of State’s SOSDirect online portal, which streamlines the submission process.

Before filing, ensure that your business name is available using the SOSDirect Name Availability tool and that it includes “LLC,” “L.L.C.,” or “Limited Liability Company” as required by Texas Business Organizations Code §5.056.

Filing Methods and Processing Times

You can file your Articles of Organization Texas (officially called Certificate of Formation – Form 205) in one of three ways:

  • Online via SOSDirect: This is the fastest and most convenient method. Filings are processed in 2–3 business days.
  • By Mail: Send the completed form and $300 fee to the Secretary of State’s office. Processing typically takes 5–7 business days.
  • By Fax: Though less common, fax submissions are accepted if you include a Form 807 Payment Form.

Expedited service is available for mailed or faxed documents at an additional cost of $25 per document. This reduces the processing time to about 1 business day after receipt.

Requirements for Articles of Organization

Name of Company

In the articles of organization, you are required to include the name of your LLC. The name you choose must not be the same as the name of another business that is already registered with the Texas secretary of state. To find out if your chosen name is already taken, you can use the business name availability checking tool at the SOSDirect website of the Texas secretary of state. In addition, the name must end with Limited Liability Company, LLC, or another variant or abbreviation.

Name and Address of Registered Agent

All LLCs in Texas are required to nominate and maintain a registered agent in the state. This agent is a person or business entity that consents to accept legal documents on behalf of your LLC if it faces a lawsuit. Only a resident of Texas or a business entity registered with the state can be appointed as a registered agent.

Besides the name of the registered agent, you must include the physical address of the agent in your articles of organization. Also called the registered office, this address is the place where the registered agent can be reached during business hours. It must be a physical address, not a post office box or mail service.

Names and Addresses of Managers or Members

You are also required to list the names and addresses of people who will be making business decisions in your LLC, which can be the members or managers. At least one member or manager must be listed, but the person does not have to be a resident of Texas.

Purpose

The purpose of your LLC must also be stated in your articles of organization. It depends on the type of business you will be operating. For instance, if you are starting a for-profit business, you can say the purpose of your LLC is to do business lawfully in Texas. A professional or nonprofit organization, on the other hand, should provide a convincing business statement that can help it obtain a grant or favorable tax status.

Step-by-Step Guide to Filing Texas LLC Articles of Organization

When filing the Texas LLC Articles of Organization, follow these steps for a complete and compliant submission:

  1. Choose a Business Name: Confirm availability through the SOSDirect system and ensure it meets naming conventions.
  2. Appoint a Registered Agent: The agent must have a Texas street address and consent to represent the LLC.
  3. Complete Form 205: Include all required information—LLC name, purpose, governing persons, and address.
  4. Determine Management Type: Specify if your LLC is managed by members or by designated managers.
  5. Sign and Submit: The organizer (person forming the LLC) must sign the form.
  6. Pay the Filing Fee: The current filing fee is $300, payable online or via check.
  7. Receive Approval: Once approved, you’ll receive a stamped Certificate of Formation confirming your LLC’s existence.

This process ensures your LLC gains legal recognition in Texas and can open bank accounts, enter contracts, and operate officially.

Additional Provisions You Can Include

Texas allows LLCs to include optional provisions in the articles of organization to clarify internal rules or special arrangements. These may include:

  • Limitation of liability for governing persons
  • Special rights or restrictions for members
  • Business succession instructions
  • Indemnification clauses
  • Restrictions on the transfer of membership interests

While optional, these provisions can add clarity and help prevent future disputes. Legal counsel is advised when including custom clauses to ensure they align with Texas law.

Optional Clauses to Strengthen Your Texas LLC Articles

Beyond the mandatory information, Texas law allows LLCs to include custom clauses that tailor the company’s governance and liability protections. Consider adding:

  • Liability Limitation Clauses: Reduce exposure of members or managers for certain acts.
  • Business Succession Plans: Define what happens upon a member’s death, withdrawal, or incapacity.
  • Voting and Profit Distribution Rules: Outline how decisions are made and profits shared.
  • Buy-Sell Agreements: Set terms for ownership transfers or buyouts.
  • Indemnification Statements: Protect members or managers acting in good faith from personal liability.

Including these clauses can prevent future disputes and ensure smoother business transitions.

Special Considerations for Professional and Nonprofit LLCs

If you are forming a professional LLC (PLLC) or a nonprofit LLC in Texas, there are additional filing requirements:

  • PLLCs: Must ensure all members are licensed in the professional service being provided (e.g., medicine, law, accounting). You must include a statement affirming that the company is a professional entity and list the regulated profession.
  • Nonprofit LLCs: Should provide a specific nonprofit purpose in the formation document. Additional language may be needed to meet IRS requirements for 501(c)(3) status.

Both entity types may require approval from the relevant licensing agency before filing with the Secretary of State.

Texas Series LLC Option and Asset Protection

Texas is one of the few states that allows the formation of a Series LLC, a structure that enables you to create multiple “sub-series” under one parent LLC. Each series can hold separate assets, operate independently, and shield liabilities from other series.

Key benefits of a Texas Series LLC include:

  • Asset protection between series (e.g., one property’s debt won’t affect another).
  • Simplified filing—only one Certificate of Formation is required for the parent entity.
  • Cost efficiency, as you avoid multiple $300 filing fees for each entity.

Drawbacks to consider:

  • Complex bookkeeping and accounting to maintain liability separation.
  • Potential challenges when dealing with lenders or states that don’t recognize Series LLCs.
  • Requirement to maintain separate bank accounts and financial records for each series.

This structure is particularly beneficial for real estate investors and entrepreneurs managing multiple business lines.

Creating an Operating Agreement

Creating an operating agreement is not a requirement for LLC formation in Texas, but it is highly recommended. If you create an operating agreement, you do not have to file it with the articles of organization. An operating agreement should include the following information:

  • Formation of LLC
  • Registered agent in Texas
  • Duration of LLC
  • Purpose of LLC
  • Place of business
  • LLC members
  • LLC managers
  • Assignments of membership interests
  • Distribution of membership interests
  • Method for valuing membership interests
  • Process of admitting new members
  • Rules governing member exits

Why the Operating Agreement Matters in Texas

Even though Texas doesn’t legally require an operating agreement, this internal document defines how your LLC operates and helps maintain limited liability protection.

In Texas, courts often reference the operating agreement when resolving disputes among members. It serves as a private “constitution” for your LLC, outlining rights, voting powers, and management processes. Without one, your LLC will default to the Texas Business Organizations Code, which may not reflect your intended structure or profit-sharing plan.

For Series LLCs, an operating agreement should explicitly address the relationship between series, recordkeeping standards, and how assets are assigned to each series to preserve liability protection.

Single-Member vs. Multi-Member LLC Considerations

Operating agreements are especially helpful in distinguishing between single-member and multi-member LLCs:

  • Single-Member LLCs: The agreement should clarify how business decisions are made, how profits are distributed, and what happens if the owner becomes incapacitated.
  • Multi-Member LLCs: The agreement should detail voting rights, profit-sharing, dispute resolution methods, and buyout procedures.

These distinctions help maintain legal separation between the business and its owners, which is vital for preserving liability protection.

Meeting Other Requirements

Besides filing articles of organization, you are also required to meet other requirements before you can start operating your LLC in Texas. These requirements include:

  • Employer Identification Number (EIN): If your LLC has employees or more than one member or you choose to pay taxes as a corporation, you must obtain an EIN from the IRS.
  • Business licenses: Depending on the nature and location of your LLC, you may have to obtain state or local business licenses. Contact the Texas Department of Licensing and Regulation to find out more.
  • Comptroller of Public Accounts: If you are planning to sell goods and collect sales tax, you must register with the state's Comptroller of Public Accounts.

Compliance After Formation

Filing your Articles of Organization Texas is only the first step. To remain compliant and in good standing with the state, LLCs must also:

  • Register for State Taxes: LLCs that sell goods or hire employees must register with the Texas Comptroller of Public Accounts.
  • File Franchise Taxes: Texas requires most LLCs to file an annual franchise tax report and public information report. These are due each year by May 15.
  • Maintain a Registered Agent: You must continually maintain a registered agent and update the Secretary of State if the agent or their address changes.
  • Update Business Records: Any changes to business name, address, or members should be reported via the appropriate form (such as Form 424 – Certificate of Amendment).

Noncompliance may lead to late fees, penalties, or administrative dissolution.

Annual and Ongoing Compliance Requirements

Once your LLC is formed, maintaining compliance ensures your entity remains in good standing with the state:

  • Franchise Tax and Public Information Report: Due annually by May 15 to the Texas Comptroller.
  • Registered Agent Updates: Any changes must be filed promptly using Form 401.
  • Amendments: Use Form 424 – Certificate of Amendment for major updates (like ownership changes).
  • Recordkeeping: Keep copies of tax filings, minutes, and internal resolutions.
  • Sales Tax and Licensing: Register with the Texas Comptroller of Public Accounts if selling taxable goods or services.

Failing to meet these requirements can result in penalties or administrative dissolution of your LLC.

Foreign LLCs Doing Business in Texas

If your LLC was formed in another state but plans to operate in Texas, you must register as a Foreign LLC. To do this, file Form 304 (Application for Registration of a Foreign LLC) and pay a $750 fee.

Additional requirements include:

  • Providing a Certificate of Good Standing from your home state (issued within the past 90 days)
  • Appointing a Texas registered agent
  • Complying with state tax and licensing obligations

Operating without registering may result in fines and limitations on legal protections.

Frequently Asked Questions

  1. What is the difference between Articles of Organization and Certificate of Formation in Texas?
    They are the same document. Texas officially calls it the Certificate of Formation (Form 205), which establishes your LLC’s legal existence.
  2. How much does it cost to file the Texas LLC Articles of Organization?
    The filing fee is $300, payable to the Texas Secretary of State. Expedited service costs an additional $25.
  3. How long does it take to form a Texas LLC?
    Online filings are typically processed within 2–3 business days, while mail filings can take 5–7 days.
  4. What is a Series LLC and how is it different?
    A Series LLC lets you form multiple “cells” or series under one parent LLC, each with separate assets and liability protection.
  5. Do I need an attorney to file my Texas LLC Articles of Organization?
    While not required, working with an attorney can help ensure proper formation, compliance, and inclusion of protective clauses. You can find qualified business attorneys on UpCounsel to assist with Texas LLC filings.

If you need help with filing articles of organization for your LLC in Texas, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.