⚠️ Educational Information Only: This article provides general information about common Certificate of Formation filing errors, not legal advice. Filing requirements can change. This content is intended for general educational purposes and is not tailored to any individual or business. Consult a qualified Texas attorney for guidance specific to your filing.
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The Texas Secretary of State rejects filings that contain errors, omissions, or non-compliance with requirements. Understanding common rejection reasons and how to prevent them can save time, money, and frustration in the formation process.
This guide covers the most frequent errors that cause Certificate of Formation rejections and provides practical prevention strategies for each.
Most Common Filing Errors
The Texas Secretary of State identifies several recurring issues that cause rejections:
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Error #1: Entity Name Problems
Common name-related rejection reasons:
- Name too similar to existing entity: Name is not distinguishable from an entity already on file
- Missing designation: Name doesn't include LLC, Inc., Corp., or other required designation
- Incorrect designation: Using "Inc." for an LLC or "LLC" for a corporation
- Restricted words: Using words like "bank," "insurance," or "university" without authorization
- Spelling errors: Typos or inconsistent spelling throughout document
✓ How to Prevent Name Errors:
- Search name availability on SOSDirect before filing
- Verify correct designation for entity type (LLC vs. Inc./Corp.)
- Check spelling multiple times throughout document
- Ensure name exactly matches between all fields in filing
- Research restricted words before using them in your name
- Have backup name options ready in case first choice is rejected
✗
Error #2: Registered Agent Issues
Common registered agent rejection reasons:
- P.O. Box address: Using P.O. Box instead of physical street address
- Out-of-state address: Registered agent address not in Texas
- Incomplete address: Missing street number, city, zip code, or other elements
- Address format errors: Non-standard abbreviations or formatting
- Agent name format issues: Incorrect entity name format for corporate agents
✓ How to Prevent Registered Agent Errors:
- Use complete physical street address (no P.O. Boxes)
- Verify address is in Texas
- Include all address components: street, city, state, zip
- Confirm registered agent has consented to serve
- For corporate agents, use exact legal name as filed with Secretary of State
- Double-check zip code matches city
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Error #3: Missing or Incomplete Information
Common incompleteness rejection reasons:
- Unsigned document: Form submitted without required signature (mail filings)
- Missing organizer information: Name or address of organizer not provided
- Incomplete addresses: Partial addresses missing required components
- Blank required fields: Leaving required form fields empty
- Missing selections: Not indicating member-managed vs. manager-managed (LLCs)
✓ How to Prevent Incompleteness Errors:
- Review entire form before submission
- Ensure every required field is completed
- Verify all addresses are complete
- Sign document if filing by mail
- Make selections for all checkboxes/radio buttons
- Use "N/A" rather than leaving optional fields blank (when appropriate)
✗
Error #4: Wrong Form or Outdated Version
Common form-related rejection reasons:
- Wrong entity type form: Using LLC form for corporation or vice versa
- Outdated form version: Using superseded form that's no longer accepted
- Modified form structure: Altering standard form layout or fields
- Wrong state form: Accidentally using another state's formation document
✓ How to Prevent Form Errors:
- Download form directly from sos.texas.gov
- Verify you're using correct form for entity type (205 for LLC, 201 for corporation, etc.)
- Check form date/version to ensure it's current
- Don't modify form structure or add/remove fields
- For online filing, use SOSDirect interface (forms are always current)
✗
Error #5: Payment Problems
Common payment rejection reasons:
- Incorrect fee amount: Paying wrong amount (not verifying current fee)
- Insufficient funds: Check or card payment declined
- Wrong payment method: Using cash or credit card for mail filing
- Payment not included: Forgetting to include check with mail filing
- Incorrect payee: Check not made payable to "Secretary of State"
✓ How to Prevent Payment Errors:
- Verify current filing fee on Secretary of State website before paying
- Ensure sufficient funds in account before submitting
- For mail: use check or money order (no cash or credit cards)
- Make check payable to "Secretary of State"
- Include expedite fee if requesting expedited processing
- Keep payment confirmation/receipt for records
Less Common But Still Important Errors
✗
Duration or Effective Date Issues
Problems that can occur:
- Specifying past effective date
- Specifying effective date more than 90 days in future
- Conflicting duration statements
✓ Prevention:
- Use "perpetual" for duration unless specific reason otherwise
- For delayed effective date, ensure it's within 90 days and in future
- Most filings use immediate effectiveness (leave effective date blank)
✗
Purpose Statement Errors (Corporations)
Problems that can occur:
- Missing purpose statement entirely
- Purpose statement for professional corporation not specific enough
- Purpose that violates law or public policy
✓ Prevention:
- For general corporations, use broad standard purpose statement
- For professional corporations, clearly state the professional service
- Don't leave purpose field blank
What Happens When Your Filing Is Rejected
The rejection process:
- Secretary of State reviews filing and identifies deficiencies
- Rejection notice sent to filer with explanation of problems
- Original filing returned (for mail filings) or status updated (online)
- No entity created: Your business does not legally exist
- Name not reserved: Your desired name remains available to others
Correcting and resubmitting:
- Carefully review rejection explanation
- Correct all identified deficiencies
- Verify name is still available (could have been taken during delay)
- Prepare new filing with corrections
- Submit new filing with new payment ($300 fee again)
Pre-Submission Review Checklist
Use this checklist before submitting your Certificate of Formation:
Entity Name Verification
☐ Searched name on SOSDirect within last 48 hours
☐ Name includes proper designation (LLC, Inc., Corp., etc.)
☐ Designation matches entity type being formed
☐ Name spelling is consistent throughout document
☐ No restricted words without proper authorization
Registered Agent Verification
☐ Agent has consented to serve
☐ Address is physical street address in Texas (no P.O. Box)
☐ Address includes: street, city, state TX, zip code
☐ Agent name spelled correctly
☐ Zip code matches city
Form Completion Verification
☐ Using correct form for entity type
☐ Form is current version from sos.texas.gov
☐ All required fields completed
☐ Organizer/director information complete
☐ Management type selected (LLCs)
☐ Purpose statement included (corporations)
☐ Duration specified (typically "perpetual")
☐ Document signed (if filing by mail)
Payment Verification
☐ Verified current filing fee amount
☐ Added expedite fee if desired
☐ Sufficient funds available
☐ Correct payment method for filing type
☐ Check payable to "Secretary of State" (if mailing)
Getting Help to Avoid Errors
Options for reducing error risk:
Online filing assistance:
- SOSDirect guides you through required fields
- System validates some information automatically
- Immediate submission confirmation
- Still requires accuracy in information provided
Professional review:
- Attorneys can review filings before submission
- Experienced with Secretary of State requirements
- Can identify potential issues proactively
- Costs professional fees but may prevent costly rejections
Online legal services:
- Provide guided form completion
- Often include accuracy review
- Handle submission to Secretary of State
- Cost more than DIY but less than full attorney representation
If You're Unsure About Your Filing
If you have questions about your Certificate of Formation:
- Secretary of State resources: Visit sos.texas.gov for FAQs and filing instructions
- Phone assistance: Call (512) 463-5555 with general questions
- Note limitation: Secretary of State staff cannot provide legal advice or entity selection guidance
- Attorney consultation: Many attorneys offer limited consultations for filing review
Important Disclaimer: This article provides general educational information about common Certificate of Formation filing errors and is not legal advice. Filing requirements, forms, and Secretary of State procedures are subject to change. The information provided may not reflect current filing requirements or cover all potential errors. Every filing situation is unique, and errors not covered in this article may occur. While this article aims to help prevent common mistakes, it cannot guarantee error-free filing. Many business owners benefit from professional legal assistance to ensure accurate filing and proper entity setup. Always verify current filing requirements on the Texas Secretary of State website and consider consulting with a qualified Texas attorney for guidance specific to your business formation.
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📚 Related Educational Resources
Texas Certificate of Formation Overview
Return to the main guide for comprehensive information about what the Certificate of Formation is and what's required.
How to File: Step-by-Step Guide
Complete walkthrough of the filing process with detailed instructions for each step.
Filing Fees & Processing Times
Learn about current fees, expedited options, and expected processing timelines.