FAQ · Straight answers to the questions Texas LLC owners ask most.
Texas LLC Frequently Asked Questions
Straight answers to the questions people actually ask when forming and running a Texas LLC: formation mechanics, the franchise tax that trips up newcomers, registered agents, naming, taxes, and keeping the company in good standing. If your question isn't here, it's likely answered on one of our topic pages linked throughout.
One price: $199.00/yr covers your formation, your registered agent, and your Public Information Report, plus the $307.00 state filing fee and $50.00 state expedite fee, at cost.
Public Information Report due: May 15 · Processing: Varies
✓ No hidden fees ✓ No second-year price hikes ✓ No missed filings
State facts
Texas LLC
Forming Your Texas LLC
What document creates a Texas LLC?
The Certificate of Formation (Form 205), filed with the Texas Secretary of State. Other states call this the "articles of organization"; Texas just uses a different name for the same formation document. The state fee is $300. You file it online through SOSPortal, the system that replaced SOSDirect and SOSUpload on September 29, 2026, or by mail. Card payments in SOSPortal add $0.25 plus 2.25%, which makes the filing $307.00 by card.
How long does formation take?
The Secretary of State doesn't publish a standard processing time, so it depends on the current queue. If you're on a deadline, the Texas Express program charges per document for faster handling: $50 for standard expedited service (typically 2 to 3 business days), $500 for next day, or $750 for same day.
Can I form a Texas LLC if I live in another state or country?
Yes. Texas has no residency requirement for the members, managers, or organizer of an LLC. The only in-state requirement is a Texas registered agent with a physical Texas street address. A commercial registered agent satisfies that without you ever setting foot in Texas.
Do I need a business license to form an LLC in Texas?
No statewide general business license exists in Texas. However, many trades and professions require their own licensure, and cities and counties may require local permits. If you sell taxable goods or services, you'll also need a sales-and-use tax permit from the Comptroller. These are separate from forming the LLC.
The Texas Franchise Tax and Annual Obligations
Does Texas make LLCs file an annual report?
Not with the Secretary of State. Texas is unusual: for-profit LLCs don't file a periodic report with the SOS. Instead, your yearly obligation runs through the Texas Comptroller as the franchise tax report and the Public Information Report (Form 05-102), both due May 15 each year.
Will my small LLC actually owe franchise tax?
Probably not. Texas sets a "no-tax-due" revenue threshold ($2.65 million for the 2026 and 2027 report years) and LLCs under it owe zero franchise tax. Most small businesses fall well below that. But you still have to file the Public Information Report on time; it's mandatory even when no tax is due. The separate No Tax Due Report, by contrast, was discontinued for reports due on or after January 1, 2024.
What happens if I miss the May 15 deadline?
A late report draws a $50 penalty right away. If you stay delinquent, the Comptroller forfeits the company's right to transact business at least 45 days after sending notice, and a forfeited LLC can't sue or defend itself in a Texas court. The Secretary of State can then forfeit the entity itself. Reinstating means filing every missing report, paying any tax, penalties and interest, getting a tax clearance letter, and filing Form 801 with a $75 fee, which is far more disruptive than filing on time.
Do I have to renew my LLC every year in Texas?
There's no separate SOS "renewal" for a Texas LLC: the entity exists indefinitely once formed. What keeps it alive and in good standing is meeting the franchise obligation each year (the PIR, plus a franchise tax report if your revenue is above the threshold) and keeping a valid registered agent on file.
Registered Agents and Addresses
Can I be my own registered agent?
Yes, if you're a Texas resident with a Texas street address where you can be served in person during normal business hours. The catch: that address becomes part of the public SOS record, and you have to be reliably present to accept service. The LLC itself can't be its own agent, though a member or manager can serve individually.
What's the difference between a registered office and a principal office?
The registered office is your registered agent's Texas street address, where legal service happens, and the agent must be there to receive it during normal business hours. The principal office is where the business is actually run and can be anywhere, including out of state. They can be the same, but they don't have to be.
Does a P.O. box work for any of my LLC's addresses?
Not for the registered office. That must be a physical Texas street address so process can be hand-delivered, and Texas law bars an office that is solely a mailbox or answering service. Some other addresses have more flexibility, but the registered agent's address is strict.
How do I change my registered agent?
File Form 401 with the Secretary of State; the fee is $15. Your yearly Public Information Report doesn't change the agent, so don't wait for May. The old agent stays the official record until it's processed, so file promptly and never leave a gap. A commercial agent will usually handle the filing when you switch to them.
Naming Your LLC
What are the naming rules?
Your name must include "Limited Liability Company," "Limited Company," or an accepted abbreviation: LLC, L.L.C., LC, or L.C. It has to be distinguishable from every other entity on file with the SOS, and it can't imply a government agency or a purpose you're not authorized for. Words like "bank," "trust," or "insurance" may need regulator approval.
How do I check if my name is available?
Run a search through SOSPortal, which charges a $1.00 statutory fee per search and reflects the official SOS records. You can also ask the Secretary of State for a preliminary opinion by phone (512-463-5555) or email, but the office says a final determination only comes when it processes your actual filing.
Can I reserve a name before filing?
Yes. Texas lets you reserve a name for 120 days on Form 501 for $40, and you can renew it in the last 30 days of the reservation. The reservation holds the name while you get organized; it doesn't form the company.
What if I want to operate under a different name?
Register an assumed name (DBA) with the SOS on Form 503. An entity's Texas assumed-name certificate can run up to ten years. This is a separate filing from forming the LLC and only needed if you'll trade under a name other than the LLC's legal name.
Taxes, Structure, and Management
How is a Texas LLC taxed?
By default, a single-member LLC is a disregarded entity (reported on your personal Schedule C) and a multi-member LLC is taxed as a partnership (Form 1065), with income passing through to members. You can elect S-corp or C-corp treatment with the IRS if the numbers justify it. Texas has no personal state income tax, though the franchise tax applies at the state level (most small LLCs owe none).
Do I need an EIN?
You need one if your LLC has more than one member, hires employees, or elects corporate tax treatment, and practically speaking, almost every bank requires an EIN to open a business account. It's free from the IRS at IRS.gov and issued immediately online, and when you form with Mainstay Filing we apply for it for you. Single-member LLCs with no employees can technically use the owner's SSN, but most get an EIN anyway.
Member-managed or manager-managed: what's the difference?
In a member-managed LLC, the owners run the day-to-day business. In a manager-managed LLC, you designate one or more managers (who may or may not be members) to run things, and other members can stay passive investors. You choose on the Certificate of Formation and spell out the details in your operating agreement.
Do I need an operating agreement?
Texas doesn't require you to file one and never asks to see it, but you should have one. For a single-member LLC it reinforces the separation between you and the company. For a multi-member LLC it's essential. Otherwise the default rules of the Business Organizations Code govern profit splits, voting, and member exits, and those defaults rarely match the owners' intent. Texas law calls it a "company agreement."
Frequently asked questions
Is a Texas LLC the same as an "S-corp"?
No. An LLC is a legal entity you form with the state; an S-corp is a federal tax election. A Texas LLC can elect to be taxed as an S-corp with the IRS while remaining an LLC legally. So you might have a Texas LLC that's taxed as an S-corp: the two labels describe different things (legal structure vs. tax treatment).
How much does it cost to keep a Texas LLC each year?
The main recurring obligation is the annual franchise filing with the Comptroller, and most small LLCs fall under the no-tax-due threshold and owe no actual tax, just the free Public Information Report. Beyond that, your recurring costs are things like registered agent service and any license or permit renewals your business needs. The receipt card on our costs page shows the current fees.
Can a single person form a Texas LLC?
Yes. A single-member LLC is fully valid in Texas. One person can be the sole owner, the manager, and the organizer. You'll still want an operating agreement even as a single member, because it reinforces that the LLC is a genuine separate entity if anyone ever tries to reach your personal assets.
Does Texas have a state income tax on LLCs?
Texas has no personal state income tax, so pass-through LLC income isn't taxed at the individual state level. Texas does have a franchise tax, but it only bites above the no-tax-due revenue threshold, so most small LLCs owe nothing beyond filing the Public Information Report with the Comptroller each May 15.
What's the difference between a Certificate of Formation and articles of organization?
They're the same document under different names. Texas calls the LLC formation filing a Certificate of Formation (Form 205); most other states call it the articles of organization. If you've formed an LLC elsewhere, that's the Texas equivalent you'd be filing.
How do I dissolve a Texas LLC I no longer need?
You wind up the company's affairs, settle debts, and file a Certificate of Termination with the Secretary of State, and Texas requires a certificate of account status from the Comptroller confirming your franchise taxes are current before it will accept the termination. Simply abandoning the LLC doesn't end your obligations; the franchise filing keeps accruing until you formally terminate.
Ready to form your Texas LLC?
Formation, your registered agent, and your Public Information Report. One price, $199.00/yr, with the state fee passed through at cost.
Form Your Texas LLC ($199.00/yr All-In)