Standards

Texas Certificate of Formation Standards

Scope and Filing Relationship

This page covers a Texas certificate of formation for a new Texas LLC or for-profit corporation formed under a plan of conversion or merger. It addresses the formation document, not every requirement of the relocation. A move out of Texas that does not create a new Texas filing entity does not call for this Texas formation document. Texas Business Organizations Code § 3.006.

When the plan creates a new Texas filing entity, its certificate of formation is a distinct document filed with the certificate of conversion or merger. Texas does not require a second, independent filing under the ordinary formation procedure. The new entity's existence begins when the conversion or merger takes effect. Texas Business Organizations Code § 3.006(a)–(b).

Last reviewed: October 3, 2026.

Requirements Shared by Conversion and Merger Formations

The certificate identifies the new entity's name and type, purpose, initial registered agent and office, and initial mailing address. It states a period of duration if the entity will not exist perpetually. A certificate for an entity formed under a conversion or merger plan must say so. Texas does not require organizer names and addresses in that case. Texas Business Organizations Code § 3.005(a).

A person named as registered agent must consent to serve. The registered office must be a Texas street address where the agent can receive service during normal business hours. Texas Secretary of State, Form 205 instructions; Texas Secretary of State, Form 201 instructions.

Conversion and Merger Differences

Conversion into a New Texas Entity

The formation certificate must state that the entity is formed under a plan of conversion. It must also give the converting entity's name, address, date of formation, prior form of organization, and jurisdiction of formation. Texas requires the formation certificate with the certificate of conversion; the Secretary of State allows it as an exhibit to an attached plan or as an attachment to the conversion certificate. Texas Business Organizations Code §§ 3.005(a)(8), 3.006(a); Texas Secretary of State, Form 630 instructions.

Merger Creating a New Texas Entity

The formation certificate must state that the entity is formed under a plan of merger and be filed with the certificate of merger. Texas Business Organizations Code §§ 3.005(a)(8), 3.006(a); Texas Secretary of State, merger filing FAQ.

LLC and Corporation Differences

LLC

The certificate must say whether the LLC initially has managers. If it does, it identifies each initial manager by name and address; otherwise it identifies each initial member by name and address. Texas Business Organizations Code § 3.010.

For-Profit Corporation

The certificate states the authorized share count and the applicable share class and par-value information. It also identifies the initial directors if the corporation is board-managed, or the persons who perform those functions under a shareholders' agreement. Additional share-class details apply when more than one class is authorized. Texas Business Organizations Code § 3.007(a)–(b).