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The Certificate of Formation is the foundational legal document that officially creates a business entity in Texas. Filed with the Texas Secretary of State, this document establishes your LLC or corporation as a separate legal entity with rights and obligations distinct from its owners.

This guide provides an educational overview of what the Certificate of Formation is, who must file it, and what information is required. For detailed step-by-step filing instructions, fee information, and error prevention, see the specialized guides linked throughout this article.

What Is a Certificate of Formation?

The Certificate of Formation serves as the birth certificate for your Texas business entity. When filed and accepted by the Texas Secretary of State, it:

• Legally creates the entity: The business does not legally exist until this document is filed and approved
• Establishes public record: Creates official documentation of the entity's name, registered agent, and basic structure
• Secures the business name: Protects the entity name from use by others (while in good standing)
• Provides legal separation: Creates the legal foundation for liability protection

Who Needs to File a Certificate of Formation?

Texas law requires Certificates of Formation for:

• Limited Liability Companies (LLCs): Both single-member and multi-member LLCs
• Corporations: For-profit corporations, professional corporations, and nonprofit corporations
• Limited Partnerships: Entities with general and limited partners
• Professional entities: Professional LLCs (PLLCs) and Professional Corporations (PCs)

Do NOT require Certificate of Formation:

• Sole proprietorships (no formal filing needed)
• General partnerships (optional filing available but not required)

Different Forms for Different Entities

The Texas Secretary of State provides specific forms for each entity type:

Required Information Overview

All Texas Certificates of Formation require certain core information:

Entity Name

Must include appropriate designation (LLC, Inc., Corp., etc.) and be distinguishable from existing Texas entities. Name availability should be checked before filing.

Registered Agent and Office

Every entity must designate a registered agent with a physical street address in Texas. The registered agent receives official legal documents on behalf of the entity.

Management Structure (LLCs)

LLCs must specify whether they will be member-managed (all members participate in management) or manager-managed (designated managers handle operations).

Purpose and Duration

Corporations must state their purpose (most use a broad general purpose statement). All entities specify duration (typically "perpetual").

Organizers or Directors

Names and addresses of the individuals filing the formation (organizers for LLCs, initial directors or organizers for corporations).

Comprehensive Formation Guides

For detailed guidance on specific aspects of the formation process, explore these specialized resources:

Filing Process Overview

The basic filing process involves these key steps:

1. Verify name availability through the Secretary of State's search tool
2. Prepare registered agent information and confirm their consent
3. Complete the appropriate form accurately and completely
4. Submit filing and payment online (SOSDirect) or by mail
5. Receive confirmation with your entity's file number
6. Complete post-filing steps (EIN, bank account, governance documents, etc.)

The standard filing fee is $300, with expedited processing available for additional fees. Processing typically takes 5-7 business days for online filings.

What Happens After Filing

Filing the Certificate of Formation is only the first step in establishing your business. Essential post-filing tasks typically include:

• Obtain an EIN: Apply for federal Employer Identification Number from the IRS
• Create governance documents: Draft operating agreement (LLC) or bylaws (corporation)
• Open business bank account: Establish separate business finances
• Register for Texas taxes: Sales tax permit, franchise tax account as applicable
• Obtain licenses and permits: Business licenses, professional licenses, industry permits
• File beneficial ownership report: New federal requirement for most entities

Frequently Asked Questions