Certificate of Formation
The public document filed with the Texas Secretary of State to bring a domestic filing entity into legal existence under Texas law. The Texas equivalent of "articles of organization" (LLCs) or "articles of incorporation" (corporations) used in other states.
A certificate of formation is the public document filed with the Texas Secretary of State to bring a domestic filing entity (corporation, LLC, limited partnership, professional entity, real estate investment trust, cooperative association) into legal existence under Texas law. It is the Texas equivalent of what other states call "articles of organization" (LLCs) or "articles of incorporation" (corporations), the TBOC harmonized the terminology when it took effect.
Required content
Under § 3.005, every certificate of formation must state: (1) the name of the entity (which must comply with name-availability rules under TBOC Chapter 5); (2) the type of entity being formed; (3) the entity's purpose; (4) the period of duration (perpetual unless the certificate provides otherwise, § 3.003); (5) the registered agent and registered office in Texas; (6) the initial mailing address of the entity (required for filings on or after January 1, 2022); and (7) the name and address of each organizer. For an LLC, § 3.010 also requires the certificate to state whether the LLC initially has managers and the names and addresses of the initial managers or members.
Effectiveness
Under §§ 4.052 and 4.053, a certificate of formation generally becomes effective when filed by the Texas Secretary of State, but the filer may delay effectiveness to a specified date or time (up to 90 days from signing) or condition effectiveness on the occurrence of a future event.
Filing fee
$300 for LLCs and for-profit corporations, payable to the Texas Secretary of State. § 4.151.
Who may sign
Effective June 1, 2022, Tex. Bus. Orgs. Code § 101.0515 requires LLC filing instruments to be signed by an authorized officer, manager, or member of the LLC. This restricts the prior practice under which an attorney or other agent could sign formation documents.
Amendment and restatement
Certificates of formation may be amended (Subchapter B of Chapter 3) or restated (§§ 3.060, 3.061, 3.0611). A 2024 amendment to § 3.0611 permits a restated LLC certificate to omit historical information about prior managers or members.
The certificate of formation is the public face of the LLC. It is what banks, vendors, counterparties, and litigants see when they search the Secretary of State's records. Most substantive governance, voting, distributions, transfers, dissolution, lives in the company agreement, which is private. The certificate's role is narrower: legal existence, name protection, registered agent for service of process, and the basic management structure. When the public certificate and the private company agreement conflict, the company agreement controls under § 101.052(d), except where § 101.054 makes the certificate's terms non-waivable. Effective May 14, 2025, SB 29 amended § 2.115 and added § 2.116 to permit the certificate of formation (or alternatively the bylaws or other governing document) to include enforceable exclusive-forum clauses and jury-waiver provisions, making the certificate a more strategic governance document than it was before May 2025.
Companion article: Starting a Business in Texas
Full entry: Certificate of Formation