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 association, 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 (not required for a limited partnership); (4) the period of duration, only if the entity is not to exist perpetually (§ 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 §§ 4.051, 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. §§ 4.152(1), 4.154.
Who may sign
Each organizer must sign the certificate of formation, and any person with capacity to contract may be an organizer. § 3.004. Other LLC filing instruments must be signed by an authorized officer, manager, or member unless Title 3 provides otherwise. § 101.0515.
Amendment and restatement
Certificates of formation may be amended (Subchapter B of Chapter 3) or restated (§ 3.059; for LLCs, § 3.0611). Section 3.0611 permits a restated LLC certificate to omit prior statements about 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. The company agreement may contain any provision for the LLC's affairs that is not inconsistent with law, § 101.052(d), but it cannot waive or modify most of Chapter 3, which governs the certificate. § 101.054(a)(5). The governing documents, including the certificate, may designate Texas courts as the exclusive forum for internal entity claims under § 2.115, added in 2021 and amended by SB 29. Since May 14, 2025, they may also waive jury trial for those claims under § 2.116.
Companion article: Starting a Business in Texas
Full entry: Certificate of Formation