Supplemental Provisions/Information: Additional space has been provided for additional text to
an article within this form or to provide for additional articles to contain optional provisions.
Duration: Pursuant to section 3.003 of the BOC, a Texas LLC exists perpetually unless provided
otherwise in the certificate of formation. If formation of an LLC with a stated period of duration is
desired, use the “Supplemental Provisions/Information” section of this form to provide for a limited
duration.
Organizer: Only one organizer is required for the formation of an LLC. An organizer may be any
person having the capacity to contract for the person or for another; that is, a natural person 18 years
of age or older, or a corporation or other legal entity. There are no residency requirements for an
organizer.
Effectiveness of Filing: A certificate of formation becomes effective when filed by the secretary of
state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of the
instrument may be delayed to a specified date, or specified date and time, not more than ninety (90)
days from the date the instrument is signed (option B). The effectiveness of the instrument also may
be delayed on or after the occurrence of a future event or fact, including the act of any person (option
C). If option C is selected, you must state the manner in which the event or fact will cause the
instrument to take effect and the date of the 90
th
day after the date the instrument is signed. In order
for the certificate to take effect under option C, the entity must, within ninety (90) days of the filing
of the certificate, file a statement with the secretary of state regarding the event or fact pursuant to
section 4.055 of the BOC.
On the filing of a document with a delayed effective date or condition, the computer records of the
secretary of state will be changed to show the filing of the document, the date of the filing, and the
future date on which the document will be effective or evidence that the effectiveness was
conditioned on the occurrence of a future event or fact. In addition, at the time of such filing, the
status of the entity will be shown as “in existence” on the records of the secretary of state.
Execution: The organizer must sign the certificate of formation, but it does not need to be notarized.
However, before signing, please read the statements on this form carefully. The designation or
appointment of a person as registered agent by an organizer is an affirmation that the person named
in the certificate of formation has consented to serve in that capacity. (BOC § 5.2011)
A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing
of a filing instrument the person knows is materially false with the intent that the instrument be
delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the
person’s intent is to harm or defraud another, in which case the offense is a state jail felony.
Payment and Delivery Instructions: The filing fee for a certificate of formation for an LLC is
$300. Fees may be paid by personal checks, money orders, LegalEase debit cards, or American
Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable
through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by
credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees.
Submit the completed form in duplicate along with the filing fee if submitting the document by mail
or by courier delivery. The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697 or
delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. On filing
Form 205
Instruction Page 3 – Do not submit with filing.