A Texas Secretary of State LLC filing creates a domestic limited liability company through a Certificate of Formation. You can submit the filing through SOSDirect or use another method accepted by the Secretary of State.
Key Takeaways
- A domestic Texas LLC is created by filing a Certificate of Formation with the Texas Secretary of State and paying the $300 state filing fee.
- Your filing must identify the LLC name, registered agent and office, management structure, initial governing persons, organizer, initial mailing address, and effective date.
- SOSDirect lets you submit formation documents online, pay electronically, receive confirmation, and monitor the filing.
- Checking a name, reserving a name, and forming an LLC are separate actions. A name reservation is optional.
- An LLC formed in another jurisdiction generally uses the foreign registration process instead of filing as a new domestic Texas LLC.
- After formation, address your operating agreement, EIN, tax registrations, licenses, banking, and Texas Comptroller obligations.
How to File a Texas Secretary of State LLC
You can file an LLC in Texas yourself. Start by deciding whether you need to create a new domestic Texas entity or register an existing out-of-state LLC. If you are creating the company under Texas law, follow the domestic formation process.
- Choose a compliant name. The name must be distinguishable in the Secretary of State's records and contain an accepted limited liability company designation.
- Select a registered agent and office. The agent must meet Texas requirements, consent to the appointment, and maintain a physical registered office in Texas.
- Choose the management structure. Decide whether members will manage the company or designated managers will handle management.
- Identify the governing persons. Provide the requested names and addresses for the initial members or managers, depending on the structure selected.
- Name an organizer. The organizer signs and submits the formation document. The organizer does not automatically become an owner.
- Complete the Certificate of Formation. Texas commonly identifies the domestic LLC formation document as Form 205. Confirm the current document and instructions on the Texas Secretary of State business forms page.
- Submit the filing and fee. The state fee for the Certificate of Formation is $300. Additional charges may apply for expedited handling, online payment, copies, or other requested services.
The LLC exists when the filing becomes effective under the terms accepted by the Secretary of State. Approval does not replace tax registrations, professional licensing, local permits, or an operating agreement. Keep the filed certificate, payment receipt, and acceptance evidence with the company's permanent records.
Prepare the Certificate of Formation Filing Checklist
Collect the required information before opening SOSDirect or preparing a paper submission. Consistent information reduces the risk of rejection and makes it easier to create the company's internal records afterward.
- Entity name: Use the exact legal name, including an accepted LLC ending such as LLC or Limited Liability Company.
- Registered agent: Identify an eligible Texas resident or authorized organization that has agreed to serve. The LLC cannot appoint itself as its own registered agent.
- Registered office: Provide the agent's physical Texas street address. A post office box alone is not a registered office.
- Governing authority: State whether the LLC is member-managed or manager-managed and list the required initial governing persons.
- Purpose: Use an appropriate lawful-purpose statement unless the business needs a more specific description.
- Initial mailing address: Supply the address used for correspondence associated with the entity.
- Organizer: Enter the organizer's name, address, and signature.
- Effective date: Choose effectiveness upon filing or another option permitted by the form and Texas law.
A preliminary name check does not reserve the name or guarantee approval. An optional reservation temporarily holds an available name and has a separate $40 filing fee. Filing the Certificate of Formation creates the LLC and secures its legal name as part of the accepted filing. For detailed search methods and naming issues, see this guide to a Texas LLC name search.
Words associated with regulated fields, government bodies, financial institutions, education, or other restricted activities may require supporting approval. Check the current Texas instructions before filing if the proposed name suggests a licensed or specially regulated purpose.
How to File an LLC on SOSDirect
SOSDirect is the Texas Secretary of State's online system for business filings, searches, copies, and other records. It is often the most convenient option because you can submit and pay without mailing documents.
- Access the system. Sign in with an existing SOSDirect account or follow the current account-access instructions. Confirm that you are using the official Texas system.
- Select the business filing function. Choose the option for creating a Texas limited liability company rather than registering a foreign entity or filing an assumed name.
- Enter the formation information. Transfer the information from your checklist carefully. Check spelling, addresses, management selections, and the legal ending of the name.
- Review the generated submission. Make sure the registered agent and registered office are correctly matched. Verify that every listed member, manager, and organizer appears in the intended role.
- Pay the required charges. SOSDirect accepts the payment methods shown during checkout. Credit card payments are subject to the stated 2.7% convenience fee.
- Save the confirmation. Retain the submission receipt, tracking details, and any filing number shown by the system.
- Monitor the filing. Use the available status information or the Texas business filing tracker. Do not treat submission as approval until the Secretary of State accepts the filing.
Processing times change with filing volume and the service level selected. Review the Secretary of State's current processing information when you submit. Expedited handling may be available for an additional state fee, but it does not correct missing information or guarantee that a deficient filing will be accepted.
Texas LLC Filing Costs and Submission Options
The required state charge for a domestic Texas LLC Certificate of Formation is $300. Forming an LLC is not free, even if you prepare the documents yourself. Free preparatory tasks can include drafting a name list, selecting a management structure, and organizing owner information. The federal EIN application is also free when completed directly through the IRS.
| Submission Method | Payment Method | Tracking and Confirmation | Processing Information |
|---|---|---|---|
| SOSDirect | Electronic methods displayed by the system, with applicable transaction or convenience charges | Online receipt and filing status information | Check current online estimates; expedited service may be offered |
| Use a payment method accepted in the current Secretary of State instructions | Return documentation or later status inquiry | Allow time for delivery and state processing | |
| Fax | Submit the required payment authorization under current instructions | Transmission record and state response | Availability and timing depend on current filing procedures |
| In person | Use a currently accepted payment method | Submission receipt | Walk-in submission does not necessarily mean immediate approval |
Review the Texas Secretary of State filing options before sending documents. Payment rules, delivery instructions, and estimated processing dates can change. A rejected filing can delay formation, so do not sign contracts or announce an approval date based only on when you submitted the document.
Optional expenses may include name reservation, expedited processing, certified copies, professional registered-agent service, licenses, and legal assistance. A formation company is not required. If you use one, separate its service charge from the state fee when comparing the total cost.
What to Do After Your LLC Registration in Texas
State acceptance is the beginning of the company, not the end of the setup process. Complete the steps that apply to your ownership structure and business activities.
- Adopt an operating agreement. Texas does not require you to file this internal agreement with the Secretary of State. It can define ownership percentages, voting rights, manager authority, distributions, transfer restrictions, and procedures for resolving disputes.
- Apply for an EIN when required. Multi-member LLCs, businesses with employees, and LLCs making certain tax elections generally need an employer identification number. Apply through the IRS EIN application without a federal application fee.
- Open separate financial accounts. Keep company funds and records separate from personal transactions. Banks may request the filed formation document, EIN, and operating agreement.
- Check licenses and permits. Requirements depend on the industry, profession, products, services, and business location. Approval from the Secretary of State is not a license to conduct regulated activities.
- Register for applicable taxes. A business selling taxable goods or services may need a sales tax permit. Employers and businesses engaged in other taxable activities may have additional registrations.
- Calendar Comptroller filings. Texas LLCs must address franchise tax and public information reporting requirements under the current rules, even when no franchise tax payment is due.
If the LLC has multiple owners, customized control or profit arrangements, regulated activities, an existing out-of-state entity, or a planned transfer or termination, you can post your legal need on UpCounsel's marketplace. An attorney can select the correct filing path, draft or review the operating agreement, resolve ownership and management terms, and prepare the relevant state documents. Responses typically arrive within a day.
When an Out-of-State LLC Needs Texas Registration
An LLC created under another state's law does not become a domestic Texas LLC merely because it opens a Texas office, hires workers, owns property, or serves Texas customers. If its activities amount to transacting business in Texas, the company generally follows the foreign registration path. The facts determine whether registration is required, so occasional or limited Texas activity deserves a case-specific review.
A foreign LLC commonly applies using the Texas Application for Registration of a Foreign Limited Liability Company, identified as Form 304, and pays the $750 state filing fee. The filing provides information about the entity's home jurisdiction, formation, legal name, Texas registered agent, registered office, governing persons, purpose, and activities in Texas. Check the current form and instructions before submission.
If the legal name is unavailable for use in Texas, the entity may need an appropriate alternate or assumed name filing. Do not create a second domestic LLC merely to avoid addressing the existing entity's foreign status. That approach could produce two separate legal entities with different assets, contracts, tax records, and owners.
Businesses comparing jurisdictions should distinguish the state of formation from every state where registration may later be required. For example, the procedures in the California Secretary of State LLC guide and the North Carolina LLC formation guide apply to those states, not Texas. A company can remain organized in one state while registering as a foreign LLC in another.
Foreign registration does not replace Texas tax accounts, permits, professional approvals, or local registrations. It also does not erase compliance duties in the entity's formation state.
Maintain, Transfer, or Terminate a Texas LLC
Keep the LLC's registered agent, registered office, tax accounts, governing records, and required reports current. Texas does not use the same Secretary of State annual-report system found in some other states. Instead, LLCs generally address franchise tax and public information filings through the Texas Comptroller. Requirements differ based on the reporting year and the entity's circumstances, so check the Comptroller's current instructions.
Update state records when a change requires an amendment, certificate, or other filing. An internal vote or revised operating agreement does not automatically change information in the Secretary of State's records. The correct filing depends on whether you are changing the legal name, registered agent, governing structure, or another filed term.
Selling an LLC can mean transferring membership interests or selling the company's assets. These transactions are not interchangeable. Before transferring an interest, review the operating agreement, approval requirements, rights of first refusal, lender restrictions, licenses, tax consequences, and contracts that may require consent. The LLC may continue after an ownership sale even though its members change.
Termination is also different from simply stopping operations. The company should wind up its affairs, address creditors and liabilities, distribute remaining property under its governing documents, close relevant accounts, and resolve tax obligations. Texas generally requires an acceptable certificate of account status from the Comptroller before the Secretary of State will accept the termination filing. A domestic entity then files the applicable Certificate of Termination and pays the $40 state filing fee.
Do not abandon the entity while required tax filings, registered-agent duties, contracts, or liabilities remain open. Preserve formation documents, tax records, approvals, ownership ledgers, and termination evidence after the business closes.
Frequently Asked Questions
How Do I File an LLC in Texas Myself?
You may file without hiring a formation service by preparing and submitting the Texas Certificate of Formation directly. Before filing, obtain the registered agent's consent and have every owner confirm the intended management arrangement. A do-it-yourself filing saves service charges, but you remain responsible for selecting the correct entity type and providing accurate information.
How Much Does It Cost to File for an LLC in Texas?
The base Texas filing fee is $300 for a domestic LLC Certificate of Formation. Your total can be higher if you reserve a name, request faster handling, pay an online convenience charge, order certified records, or hire professional help. Registered-agent services and business permits are separate expenses rather than part of the formation fee.
How Do I Get a Business Name in Texas?
You obtain an LLC's legal business name through an accepted formation filing, not merely by searching the database. Consider checking trademarks, domain names, and local assumed-name records in addition to state entity records. Secretary of State acceptance does not establish that the name is safe from every trademark, unfair-competition, or branding dispute.
How Do I Dissolve an LLC Under Texas Law?
You dissolve a Texas LLC by approving its winding up under the company agreement and applicable law, resolving its affairs, obtaining the required tax documentation, and filing the termination document. Confirm who has authority to approve the action. A disputed dissolution, insolvent company, or pending lawsuit may require legal and accounting advice before distributions occur.
How Do I Sell an LLC in Texas?
You can sell membership interests in the entity or arrange for the LLC to sell selected assets. The purchase agreement should identify exactly what transfers, which liabilities remain, and which representations survive closing. Buyers commonly request financial, tax, contract, employment, intellectual-property, licensing, and litigation records before agreeing to the transaction.
How Long Does an LLC Last in Texas?
A Texas LLC can continue indefinitely unless its formation document or company agreement sets a limited duration or a termination event occurs. Its practical survival also depends on maintaining required records and government filings. Death, departure, or replacement of a member does not necessarily end the entity if its governing terms allow continuation.
Is an LLC Worth It in Texas?
An LLC may be worthwhile when you want a separate legal entity, flexible management, and a framework for shared ownership. It is not automatically the best choice for every business. Compare expected liability, financing plans, tax treatment, administrative work, professional licensing rules, and future investment needs with the consequences of a sole proprietorship, partnership, or corporation.
