1. Registered Agent and Registered Office
2. Directors
3. Forming a For-Profit Corporation
4. Articles of Incorporation for Texas
5. Name of Corporation

In the state of Texas, articles of incorporation are required when forming a corporation. Both S corporations and C corporations must file the articles of organization with the Secretary of State's office.

Registered Agent and Registered Office

In the articles of organization, you must name a registered agent for the corporation. A corporation cannot serve as its own registered agent. This individual or business entity receives service of process on behalf of the corporation. In most cases, the registered agent is an individual living in the state of Texas. However, a corporation can also appoint a foreign or domestic entity, as long as that entity is legally registered to conduct business in the state.

The articles of organization must also include the address of the registered agent, which is a physical address where the registered agent is available during normal business hours. A telephone answering service, mailbox, or P.O. box cannot be the address for this requirement.

Directors

Corporations in the state of Texas must also list at least one director. However, no residency requirements exist for directors.

Forming a For-Profit Corporation

If your corporation is for-profit, you must pay the required filing fee, which is $300. The easiest way to file your articles of incorporation is through the Secretary of State's website, also called SOSDirect. In the articles, you must also list the names and addresses of the members of the board of the directors. If your corporation has another group of individuals who are responsible for making business decisions, list these individuals as well. After the first shareholder's meeting, you may want to amend your articles to include the names of the shareholders.

The next step in forming a corporation is preparing the certificate of formation, or Form 201. This certificate is a legal requirement to incorporate in the state of Texas. The form is available to download on the Secretary of State's website.

If you plan to file your paperwork online, you don't have to download the certificate of formation. However, you do need to have all required information available, including:

  • The name(s) and address(es) of the registered agent(s) and director(s).
  • When the document and corporation should become effective.
  • The name of the business.
  • The type of business entity being formed.
  • The value and number of initial stock shares authorized by the corporation.
  • The purpose of the business.
  • The name and address of the person organizing the business.
  • The signature of the business organizer.
  • Guidelines for Texas Corporate Formation.

In order to commence business in the state, a corporation must have at least $1,000 paid in capital. The articles of incorporation may include a provision that limits or eliminates a director's personal liability for any monetary damages incurred as the result of a breach of fiduciary duties. In order to keep this provision legal, it must follow the limitations outlined in the Texas Miscellaneous Corporation Laws Act.

A corporation in Texas must have at least one incorporator. If this incorporator is an individual, they must be 18 years of age or older, but no requirement exists that they must live in the state of Texas. An incorporator can also be a foreign or domestic corporation, estate, or other business entity.

Articles of Incorporation for Texas

The articles of incorporation may also be referred to as the:

  • Certificate of organization.
  • Certificate of formation.
  • Certificate of incorporation.

The incorporator of a business must file this document with the Secretary of State to form a legal corporation in Texas.

The document serves as the license issued by the state to operate a corporation. Depending on which type of business you choose to form, you will need to file one of the required documents, which are forms 201 through 208, with the Secretary of State's office. You can review the available resources and articles to determine which information is required on each form.

Name of Corporation

When forming a corporation, you must come up with a name that isn't identical or similar to the name of a registered business entity in the state. The name restrictions apply to both foreign and domestic corporations. The name you select for your business must be unique from any existing business that is registered with the Secretary of State's office. Review existing business names on the SOSDirect system.

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