Texas LLC playbook: Form 205, filing steps & the May 15 deadline

Texas is simple to keep running — no Secretary of State annual report and, for most small businesses, no franchise tax payment — but formation has a real price and one annual deadline owners routinely misunderstand. This playbook takes an LLC from name to compliant first year: check the name, appoint a registered agent, file the Certificate of Formation (Form 205) for $300, get an EIN, adopt a company agreement, and calendar May 15 for the franchise tax report and Public Information Report. It builds on our shorter Texas LLC cost guide and adds the filing-path detail and the mistakes that actually cause rejections and forfeitures.

Step 1 — Choose and check the name

Your LLC’s name must contain “limited liability company,” “limited company,” or an abbreviation such as LLC. Before filing, check that the name is distinguishable from entities already on file. Owners commonly search the Texas Comptroller’s Taxable Entity Search and can also check availability through the Texas Secretary of State’s Corporations Section. A search is a screening step, not a guarantee: the Secretary of State makes the final determination when the certificate is examined.

Step 2 — Appoint a registered agent who has consented

Every Texas LLC must continuously maintain a registered agent and a registered office in Texas. The agent can be an individual Texas resident or an organisation authorised to do business in Texas; the registered office must be a physical Texas street address — a post office box does not qualify. The agent must consent to serving, and you should have that consent before naming the agent on Form 205. You may act as your own agent if you have a Texas street address where you are reliably available during normal business hours, but many owners hire a service so their home address stays off the public record and legal papers are never missed. Our registered agent cost guide covers what that service typically costs, and our registered agent vs virtual address guide explains why a virtual address alone does not fill this role.

Step 3 — File the Certificate of Formation (Form 205) — $300

A Texas LLC is created by the Certificate of Formation, filed on Form 205 from the Texas Secretary of State. The form itself states the filing fee: $300. Form 205 asks for the entity name, the registered agent and office (Article 2), and the governing authority (Article 3) — member-managed or manager-managed, with each initial governing person’s name and address — plus the organiser’s details and effectiveness choice. Read Article 3 twice: the management structure declared here should match the company agreement in Step 5, and fixing a mismatch later means an amendment filing.

The filing path: SOSDirect and SOSUpload

Texas files business documents electronically through the Secretary of State’s online systems, SOSDirect and SOSUpload — the filing office named on our Texas cost guide. In practice: sign in to SOSDirect, choose the domestic LLC Certificate of Formation filing, enter the information Form 205 calls for, execute as organiser, and pay the $300 fee. Keep the acknowledgment and filed certificate. Paper filing by mail to Austin remains an alternative on the printed form, but is slower at every stage. The state fee is $300 either way; paying by card online can add a small convenience charge, so check the total before submitting.

Step 4 — Get an EIN, free, from the IRS

After the certificate is filed, apply for an Employer Identification Number directly from the IRS. An EIN is free from the IRS — anyone charging you for the number itself is selling a filing service, not a government fee. Almost every LLC needs one to open a business bank account cleanly. Apply on the IRS website and keep the confirmation letter with your formation records.

Step 5 — Adopt a company agreement

Texas calls the operating agreement a company agreement. It is not filed with the Secretary of State, but it is the document that governs ownership percentages, management authority, profit distributions, buyout terms, and dissolution inside the company. Where the agreement is silent, the Texas Business Organizations Code’s default rules fill the gap, and those defaults may not match what the owners intended. Single-member LLCs benefit too — a signed agreement is evidence the business is run as a separate entity. Our dedicated LLC operating agreement guide walks through every provision to include.

Step 6 — Calendar May 15: franchise tax and the Public Information Report

Texas has no Secretary of State annual report for LLCs. What it has instead is an annual filing with a different office entirely: the Texas Comptroller of Public Accounts. The Comptroller’s Public Information Report filing-requirements page states that each LLC organised in Texas or with nexus in Texas must file Form 05-102, the Texas Franchise Tax Public Information Report (PIR), annually, due on the annual franchise tax report due date, signed by an officer, director, or other authorised person, and submitted via Webfile or by mail. The Comptroller’s franchise tax guidance gives that annual due date as May 15 each year (moving to the next business day when May 15 falls on a weekend or holiday).

Two points on that page deserve underlining. First, the PIR is due even if no franchise tax is owed — the Comptroller states expressly that the PIR or Ownership Information Report is due even when the entity does not have to file a franchise tax report because its annualised total revenue is at or below the no-tax-due threshold. Most small Texas LLCs owe $0 in franchise tax, and that $0 is exactly what lulls owners into filing nothing. Second, the consequence of skipping it is severe: the Comptroller warns that an entity may forfeit its right to transact business for failure to file a completed and signed PIR, even if all taxes were paid, with effects that include denial of the entity’s right to sue or defend in a Texas court and personal liability for certain debts for members and managers under Texas Tax Code Sections 171.251–171.255. Registered agent changes cannot be made on the PIR — those go directly to the Secretary of State.

Common mistakes — and how to avoid them

• Naming an agent who never consented, or using a P.O. box. Get consent first, and use a real Texas street address for the registered office.
• Mismatching management structure. Form 205’s member-managed vs manager-managed choice and the company agreement must tell the same story.
• Assuming “no tax due” means “nothing due.” The PIR is still due every May 15, at every revenue level covered above.
• Filing with the wrong office. Formation goes to the Secretary of State; the franchise tax report and PIR go to the Comptroller.
• Trying to change the registered agent on the PIR. The Comptroller says agent changes must be filed directly with the Secretary of State.
• Losing the paper trail. Keep the filed certificate, SOS acknowledgment, EIN letter, signed company agreement, and each PIR confirmation in one place.

Texas LLC checklist

1. Name checked and contains an LLC designator.
2. Registered agent appointed, consent obtained, Texas street address confirmed.
3. Form 205 filed via SOSDirect / SOSUpload (or by mail) — $300 paid, acknowledgment saved.
4. EIN obtained free from the IRS; confirmation letter saved.
5. Company agreement adopted and signed by the members.
6. Comptroller account and any sales-tax permits sorted for the business’s activities.
7. Recurring May 15 reminder set for the franchise tax report and Public Information Report.

Related guides

Texas LLC costRegistered agent costOperating agreementAgent vs virtual address