Key Takeaways

  • A Certificate of Incorporation in Texas is also known as a Certificate of Formation or Certificate of Filing.
  • The document must include the business name, registered agent, directors, share structure, and business purpose.
  • Filing fees are $300 for for-profits and $25 for nonprofits.
  • Texas Form 201 is commonly used for corporations.
  • A Certificate of Filing in Texas serves as proof that your business is officially formed and recognized by the Secretary of State.
  • Additional certificates, like Certificates of Fact and Good Standing, may be obtained as needed for legal or financial purposes.

Incorporation in Texas

Certificate of Incorporation Texas refers to the legal document used in Texas to file for incorporation with the Secretary of State of Texas. Also referred to as the Certificate of Organization, Certificate of Formation, and the Articles of Incorporation, this document essentially functions like a state license for the formation and operation of a business in the state. In Texas, forms 201 to 208 are used for filing, depending on the kind of business being formed.

What Is a Certificate of Filing in Texas?

A Certificate of Filing Texas is the official confirmation issued by the Texas Secretary of State after a business entity has submitted its formation documents and those documents have been approved. It acts as legal evidence that your business has been duly registered and now exists as a recognized legal entity in the state. This certificate is often requested by banks, investors, and government agencies as proof of formation.

This document should not be confused with a Certificate of Fact (which verifies specific facts about a business) or a Certificate of Good Standing, which confirms that a business is up to date with state filings and fees.

Article 1: The Business's Name

There are five articles in a Texas Certificate of Incorporation, the first of which states the business’s name. This name must adhere to several naming conventions for the state of Texas, which are:

  • The name cannot be the same as or deceptively similar to any existing name of a company that has filed for incorporation in Texas, no matter if they are domestic or foreign (out-of-state). The only exception is if written consent is obtained from the owner of the name for its use.
  • The name must contain the terms “corporation,” “company,” “limited,” or “incorporated,” or some abbreviation of one of those terms.
  • The name cannot contain terms that falsely imply an association with the government, like “F.B.I.” Other terms, like “bank” or “law offices,” will require a license.

To find out if your desired name meets these requirements, you can search for its availability in Texas through the SOSDirect system on the Secretary of State’s website. If you do not find the name, then that means it is probably available, although final approval of your name cannot be had until the Certificate of Incorporation is processed through the Secretary of State’s office.

Along with your business name, the type of business entity (for-profit, non-profit, LLC, PLLC, etc.) and business termination date (if applicable) should be included in this section.

Article 2: The Registered Agent

The second article will list the registered agent of your company and the address that they can be contacted at. A registered agent is an individual who serves and receives legal papers on behalf of your company, and every company in Texas must have a registered agent. This agent usually is a resident of Texas, but may also be a foreign or domestic entity so long as they are properly registered to conduct business in Texas and have a physical street address. A P.O. box or telephone service is not enough.

Article 3: The Directors

Who the directors of your corporation will be should be stated in the third article, along with their addresses. The directors are individuals responsible for managing the business affairs of the company, although they may delegate some responsibilities to committees or officers.

Article 4: The Shares

The fourth article requires that you state how many shares your corporation has been authorized to issue. For this, two options are available. The first is to list the shares with “par value,” meaning that the minimum dollar amount of the shares to be issued will be listed. The second option involves listing the shares as having “no par value,” meaning that the value of the shares has yet to be determined by the board of directors.

Article 5: The Purpose

Article 5 will state the purpose of the business you intend to be running. This purpose will be relative to the kind of business being run. For instance, if the business is for-profit, then its purpose is to conduct lawful business in Texas. A non-profit business or professional organization, on the other hand, would offer a statement that would give justification for it being granted a tax-deductible or tax-exempt status (in the case of non-profits) or a professional license (in the case of professional organizations).

In order to have the greatest amount of flexibility in corporate operations, in Texas one is allowed to give a very general description of their corporation’s purpose. For example, a for-profit purpose statement might read: “The purpose of this corporation is to conduct any and all lawful business that a for-profit corporation may conduct and be organized for within the parameters of the Texas Business Organization Code."

Incorporation Cost

The cost of incorporation in Texas will vary depending on the profit status of the business. For-profit businesses must pay a $300 filing fee, while non-profits must only pay $25.

Additionally, one may order a certified copy of their Certificate of Incorporation for $15, plus $1 for every page; $25 for expedited service and $2 per page for fax service.

How to Obtain a Certificate of Filing in Texas

When your Certificate of Formation is successfully filed, the Secretary of State automatically issues a Certificate of Filing. You will receive a stamped copy of your Certificate of Formation along with this certificate, either by mail or email depending on your chosen delivery method.

If you need an additional certified copy or need to verify the filing status, you can request a Certificate of Filing or a Certificate of Fact through the SOSDirect portal or by submitting a written request to the Texas Secretary of State. Processing fees vary:

  • Certified copy: $15 plus $1 per page
  • Certificate of Filing or Fact: $15 flat fee
  • Expedited service: Additional $25
  • Faxed copies: Additional $2 per page

Frequently Asked Questions

1. What is the difference between a Certificate of Filing and a Certificate of Good Standing in Texas?

A Certificate of Filing confirms that a business formation document has been accepted by the Secretary of State. A Certificate of Good Standing confirms the business is current with all state filings and franchise tax obligations.

2. Is a Certificate of Filing required to start a business in Texas?

Yes, it's required as part of forming a legal entity. It serves as proof that your business has been officially formed and recognized by the state.

3. How long does it take to receive the Certificate of Filing in Texas?

Standard processing can take 3–5 business days. Expedited service usually shortens this to 1–2 business days.

4. Can I get a copy of my Certificate of Filing later?

Yes, certified or plain copies can be requested from the Secretary of State either online through SOSDirect or by written request.

5. What form is used to file for incorporation in Texas?

Most for-profit corporations use Form 201, while other types of entities use forms ranging from 202 to 208 depending on structure.

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