Learn the steps to form an LLC in Texas – from choosing your name to filing your Certificate of Formation. $1 + $300 state fee. Start today.
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Filing fee: $300 (Certificate of Formation, Form 205) — about $308 online with the state’s 2.7% card fee
Processing time: A few business days via SOSDirect (up to ~2 weeks via SOSUpload); a month or more by mail. Texas Express expedite: $50, or $500/$750 for next-day/same-day
State agency: Texas Secretary of State (SOSDirect / SOSUpload)
Annual report due: None to the Secretary of State — but every LLC files a franchise tax report with the Comptroller by May 15. Under $2.65 million in revenue that’s just the Public Information Report, with $0 tax.
State tax rate: No personal income tax — constitutionally prohibited. Franchise tax only above $2.65M revenue (0.375-0.75%); 6.25% state sales tax, up to 8.25% with local add-ons
Start your U.S. business journey today. Form your company with confidence and let Brio handle the paperwork.
Forming an LLC in Texas takes 5 steps: choose and check your business name, appoint a Registered Agent with a physical Texas address who consents in writing, file a Certificate of Formation (Form 205) online or by mail, draft an operating agreement, and get an Employer Identification Number (EIN) from the IRS. The state filing fee is $300.
Texas pairs the country’s second-largest economy with a tax structure built for business owners: no personal income tax — prohibited by the state constitution — and no franchise tax until annualized revenue passes $2.65 million, which means most small LLCs owe Texas exactly $0 a year after formation. There’s no annual report to the Secretary of State either. An LLC gives you personal liability protection and pass-through taxation without the administrative overhead of a corporation.
The $300 filing fee is higher than most states, but it buys into a mature ecosystem: Texas is a leading series-LLC state (formed on the same Form 205 at no extra cost), it launched dedicated Business Courts in 2024 for complex disputes, and since 2026 the new Texas Express program offers genuine same-day formation. The one recurring obligation to respect is the Comptroller’s May 15 franchise tax filing — even $0-tax LLCs must file the Public Information Report every year.
Unlike some states, Texas doesn’t require you to reserve your name before filing — you simply claim it when you file your Certificate of Formation. If you’re not ready to file yet, you can optionally reserve a name (Form 501) for $40, which holds it for 120 days and is renewable.
Your LLC name must be distinguishable from existing entities on the Secretary of State’s records and must include a designator like “Limited Liability Company,” “Limited Company,” “LLC,” “L.L.C.,” “LC,” or “Ltd. Co.” Names implying government affiliation are barred, and words like “bank” or “university” need agency approval. Check availability through SOSDirect before you file to avoid a rejection.
Every Texas LLC must have a registered agent — a person or entity designated to receive legal notices and government documents on behalf of the business. The agent must be a Texas resident or an entity doing business in Texas, with a physical street address (a P.O. box doesn’t count), and the LLC cannot serve as its own agent. Texas also requires the agent’s consent — written or electronic, typically on Form 401-A — kept with your company records.
You can serve as your own registered agent if you have a physical Texas address and can be there during business hours. Many business owners use a professional registered agent service instead — it keeps your personal address off public records and ensures someone is always available to receive documents.
The Certificate of Formation (Form 205) is the document that legally creates your Texas LLC. You file it with the Secretary of State through SOSDirect (interactive online filing, typically approved in a few business days), SOSUpload (PDF upload, up to about two weeks), or by mail (a month or more). The fee is $300, plus a 2.7% convenience fee on card payments — about $308 online. Need it faster? The Texas Express program adds $50 for 2-3 day handling, $500 for next-day, or $750 for same-day service.
The Certificate must include your LLC’s name, its registered agent’s name and Texas street address, whether the company is member-managed or manager-managed with the governing persons listed, its purpose, and the organizer’s signature. Planning a series LLC? Texas forms those on the same Form 205 for the same $300 — you just add the required liability-limitation language in the Supplemental Provisions section.
Texas doesn’t require you to file an operating agreement with the state — Texas law calls it a company agreement — but you should have one. It’s the internal document that defines how your LLC is managed: who owns what, how profits are distributed, and how decisions get made. Without one, the default rules of the Texas Business Organizations Code fill in the gaps, which may not reflect what you actually want.
Your operating agreement should specify whether the LLC is member-managed or manager-managed. In a member-managed LLC, all owners share day-to-day authority. In a manager-managed LLC, a designated manager handles operations while other members retain economic rights. A written agreement is the version that holds up when disputes arise.
An Employer Identification Number (EIN) is a 9-digit federal tax ID issued by the IRS. Your Texas LLC needs one to open a business bank account, hire employees, and file federal taxes. Applying online at irs.gov is free and issues your EIN immediately after you complete the application.
To use the IRS online application, the responsible party must have a valid Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN), and the business must have its principal place of business in the United States. The IRS does not charge a fee for issuing an EIN.
Texas has no annual report to the Secretary of State — but don’t confuse that with having nothing to file. Every Texas LLC files annually with the Comptroller under the franchise tax, due May 15. Since 2024 the old No Tax Due Report is gone: LLCs at or below $2.65 million in annualized revenue simply file the Public Information Report (Form 05-102) and owe $0. Above the threshold, franchise tax applies at 0.375% for retail and wholesale businesses or 0.75% for everything else, calculated on taxable margin.
Texas has no general state business license — only occupation-specific licenses and local permits — and the sales tax permit from the Comptroller is free; collect 6.25% state plus up to 2% local, capped at 8.25% combined. The May 15 deadline is the one with teeth: miss it and the Comptroller sends a notice, then forfeits your LLC’s right to do business — and eventually its charter, taking your liability protection with it. Reinstatement means filing all the back reports, obtaining a tax clearance letter, and paying a $75 reinstatement fee to the Secretary of State.
The required Texas state fee is $300 to file the Certificate of Formation — about $308 if you pay online by card, since the state adds a 2.7% convenience fee. After that, most LLCs owe Texas nothing annually: no report fee to the Secretary of State, and $0 franchise tax below $2.65 million in revenue. Name reservation is optional at $40, and expedited processing starts at $50 under the Texas Express program. The IRS issues EINs for free.
Yes. Texas allows a single person to form and own an LLC – this is called a single-member LLC. You can complete Form 205 yourself through SOSDirect without an attorney. You’ll still need a registered agent with a physical Texas address who consents to the appointment — that can be yourself if you qualify, though the LLC itself can’t fill the role.
No. Texas charges a $300 Certificate of Formation fee – that’s a required state fee you can’t avoid, and one of the higher formation fees in the country. The consolation is what comes after: $0 in recurring state fees for most LLCs. What you can avoid is paying extra for formation help. We handle your Texas LLC filing for $1; you only pay the required state fees.
Not to the Secretary of State – Texas has no annual report there. But every Texas LLC files a franchise tax report with the Comptroller by May 15 each year. Since 2024, LLCs at or below $2.65 million in annualized revenue owe no tax and file only the Public Information Report; above that, franchise tax runs 0.375-0.75% of taxable margin. Skip the filing and the Comptroller forfeits your right to do business — and eventually your charter — so treat May 15 as your real annual deadline.
Yes, every Texas LLC is required to have a registered agent. A registered agent is a person or entity that receives legal notices and official government documents on behalf of your LLC. The agent must be a Texas resident or an entity doing business in Texas with a physical street address — not a P.O. box — must be available during regular business hours, and must consent to the appointment (Form 401-A, kept with your records). The LLC can’t serve as its own agent; you personally can, or use a professional service.
The classic Texas mistake is hearing “no annual report” and missing the Comptroller’s May 15 franchise tax filing — the Public Information Report is mandatory even at $0 tax, and forfeiture for skipping it costs your liability protection. Others include relying on outdated numbers (the No Tax Due Report was abolished in 2024, the threshold is now $2.65 million, and the old $25 expedite is gone — Texas Express starts at $50), naming the LLC as its own registered agent (prohibited), skipping the agent’s written consent, and not budgeting the 2.7% card fee that turns $300 into about $308.
It depends on the filing route: SOSDirect online filings are typically approved in a few business days (often 1-2), SOSUpload PDF submissions take up to about two weeks, and mail runs a month or more. Since 2026, the Texas Express program offers guaranteed speed: $50 for 2-3 business day processing, $500 for next-day, or $750 for same-day service on filings submitted by noon.
Thinking about another state? Compare Wyoming, Delaware, Florida and California — or browse all 50 state guides.
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