Key Takeaways

  • In Texas, "Articles of Incorporation" (also called a Certificate of Formation) are essential documents filed with the Secretary of State to legally establish a corporation.
  • These documents outline the company’s name, purpose, registered agent, office address, board members, share structure, and more.
  • Obtaining certified copies is often necessary for opening business bank accounts, foreign qualification in other states, or international operations.
  • Articles of Incorporation may need amendments over time to reflect changes in business name, structure, or operations.
  • Texas allows you to request copies or file amendments online, by mail, email, fax, or in person.
  • Nonprofit and for-profit corporations follow similar filing processes, but nonprofits may have additional IRS compliance steps.

You may need to know how to find Articles of Incorporation in Texas for a number of reasons related to your business. Fortunately, it is relatively easy to order these documents from the Texas Secretary of State.

Texas Articles of Incorporation

In the state of Texas, Articles of Incorporation are also sometimes referred to as:

  • Certificate of Incorporation
  • Certificate of Organization
  • Certificate of Formation

Regardless of the specific term you use, Articles of Organization are the documents that are filed with the office of the Secretary of State to incorporate a business in the state of Texas. In simple terms, Articles of Incorporation can be thought of as a license that has been issued by the state of Texas to form and operate a corporation within state borders. When forming a new company in the state of Texas, there are multiple possible forms that will be used, depending on the nature of the company being formed, including forms 201 through 208. Each of these forms includes five articles that require you to provide specific information:

  • The name of the company.
  • The company's registered agent.
  • The Company's registered office.
  • Names and addresses of all board members.
  • The total number of shares for which the company has been authorized.
  • The general type of business being formed.

Steps to File Articles of Incorporation in Texas

Filing articles of incorporation Texas involves several steps through the Secretary of State’s office:

  1. Choose a Business Name: Confirm name availability using the Texas SOS Direct online database.
  2. Appoint a Registered Agent: Select a qualified individual or entity with a physical Texas address.
  3. Prepare the Certificate of Formation (Form 201): Complete the required fields described above.
  4. Submit the Filing: File online through SOS Direct, by mail, or in person. The standard filing fee is $300 for for-profit corporations and $25 for nonprofit corporations.
  5. Receive State Approval: Once approved, you will receive a stamped Certificate of Formation, which officially establishes your business.

After incorporation, you must also adopt corporate bylaws, hold an initial board meeting, and obtain an Employer Identification Number (EIN) from the IRS.

Key Components to Include in Texas Articles of Incorporation

When preparing your articles of incorporation Texas filing, you must include specific details required by state law to ensure your corporation is legally recognized. These core components establish your company’s structure and authority:

  • Corporate Name: Must be unique and distinguishable from existing entities registered in Texas.
  • Registered Agent and Office: A Texas-based individual or company authorized to receive legal documents on behalf of the corporation.
  • Corporate Purpose: A brief statement of the business activities the corporation will engage in. Most filings use a broad “any lawful purpose” clause.
  • Authorized Shares: Number and type of shares the corporation is authorized to issue, including voting and non-voting classes if applicable.
  • Incorporators and Directors: Names and addresses of those forming the corporation and the initial board of directors.
  • Duration and Powers: Indicate whether the corporation is perpetual or has a limited duration, and outline any special powers or limitations.

Including optional provisions, such as indemnification clauses or shareholder rights limitations, can further define governance structures and protect the corporation’s interests.

Certified Copies of Articles of Organization in Texas

There are a number of reasons for which a company might need to obtain a certified copy of its Articles of Organization. Some banks, for example, might require you to produce a certified copy if you plan to open a financial account for your company. If you plan to operate your business as a "foreign entity" in another state, you might be required to undergo a process known as "foreign qualification." One of the requirements for foreign qualification is to provide a certified copy of your company's Articles of Organization.

Furthermore, if your company plans to do business outside the United States, you'll likely need to file either an Apostille or Embassy Certification and include a certified copy of your Articles of Organization. You can request a certified copy of your company's Articles of Organization via the following methods in the state of Texas:

  • Email
  • Fax
  • In person
  • Online

The easiest way to obtain your documents is by requesting them online through the Secretary of State's official website.

It will normally take up to two business days and a $15 fee, plus an additional $1 for each page of your certified copy, to process requests. However, keep in mind that requests submitted via mail will usually take longer to process. If time is an important factor, you can request expedited processing for an additional $10. This can speed up the process to take less than a day but there may be additional time involved in mailing the documents.

To order online, simply visit the Secretary of State's official website and follow its online instructions to create an account. From there, it's a simple matter of searching for and printing your certificate. Ordering online allows you to view, authenticate, and print your certificate immediately. Once you have paid with a valid credit card, your request will be processed within a few hours and emailed back to you as a PDF document.

Ordering by mail can only be expedited if you pay an additional fee and specifically request expedited service. You'll need to provide the following in your request:

  • The name of the company.
  • Full payment.
  • A return address.
  • The specific nature of your request.
  • A phone number at which you can be reached during business hours.

If you order by fax, your cover sheet should include the following:

  • The name of the company.
  • A phone number where you can be reached during business hours.
  • Your specific request.

It is possible to have the requested documents faxed directly to you, but there is a $10 expedited fee as well as an additional $2 per page charge for this service. You'll be billed for any applicable fees when submitting a request via fax.

To order via email, you'll need to provide:

  • The name of the company.
  • Your specific request.
  • A phone number at which you can be reached during business hours.

When submitting your request via email, you can also request to have the document sent to you via fax but the same fees discussed above will apply.

Special Considerations for Nonprofit Corporations

Nonprofit entities in Texas follow a similar process when filing articles of incorporation Texas but with some key differences:

  • Purpose Clause: Must specifically outline the charitable, educational, religious, or scientific purpose.
  • Dissolution Clause: Must explain how assets will be distributed if the nonprofit dissolves, typically to another tax-exempt organization.
  • IRS Compliance: To qualify for 501(c)(3) status, language in the Articles must meet IRS requirements regarding charitable activities and asset distribution.

Nonprofits should consult legal counsel to ensure their formation documents comply with both state and federal laws.

How to Amend Articles of Incorporation in Texas

Over time, corporations often need to update their original filing to reflect changes such as a new business name, share structure adjustments, or changes to the board of directors. These updates require filing a Certificate of Amendment with the Texas Secretary of State.

Steps to amend your articles of incorporation Texas include:

  • Prepare the Amendment Document: Clearly state which articles are being changed and provide the revised language.
  • Board or Shareholder Approval: Most amendments require board and shareholder approval per the company’s bylaws.
  • File With the Secretary of State: Submit the completed amendment form online or by mail, along with the $150 filing fee.
  • Receive Confirmation: Once approved, the amendment becomes part of your public corporate record.

Frequently Asked Questions

  1. What is the difference between a Certificate of Formation and Articles of Incorporation in Texas?
    They are the same document. Texas uses “Certificate of Formation,” but it serves the same purpose as Articles of Incorporation in other states.
  2. How long does it take to process Articles of Incorporation in Texas?
    Online filings are typically processed within 1–2 business days. Mail submissions may take up to 5–7 business days.
  3. Can I change information in my Articles of Incorporation after filing?
    Yes. Changes such as name, share structure, or business purpose require filing a Certificate of Amendment with the Secretary of State.
  4. Are nonprofit filing requirements different from for-profit corporations?
    Yes. Nonprofits must include specific purpose and dissolution clauses and meet IRS requirements for tax-exempt status.
  5. Do I need a lawyer to file Articles of Incorporation in Texas?
    It’s not required, but consulting a business attorney can help ensure compliance, proper structure, and future legal protection. You can find experienced attorneys on UpCounsel.

If you need help with how to find articles of incorporation in Texas, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies such as Google, Menlo Ventures, and Airbnb.