Key Takeaways

  • To incorporate in Texas, you must file a Certificate of Formation (Form 201) with the Secretary of State and pay a $300 filing fee.
  • A registered agent with a physical Texas address must be designated in the filing.
  • Your business name must be distinguishable from existing registered entities in Texas.
  • Texas requires at least one incorporator and one director; neither must be a Texas resident.
  • After incorporation, you may need licenses, a federal EIN, and to fulfill franchise tax obligations.
  • You can file online using SOSDirect, which streamlines the incorporation process.

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.

Post-Incorporation Requirements in Texas

Once you incorporate in Texas, there are several follow-up steps to ensure compliance and operational readiness:

  • Obtain an EIN (Employer Identification Number): Required for tax filing, hiring employees, and opening a business bank account. You can apply through the IRS.
  • Register for Texas state taxes: Depending on your business type and activity, you may need to register with the Texas Comptroller for sales tax or other tax responsibilities.
  • Franchise tax obligations: Texas corporations are subject to an annual franchise tax report, even if no tax is owed, to remain in good standing.
  • Obtain licenses and permits: Depending on your industry, you may need specific local, state, or federal licenses.
  • Corporate records: Maintain corporate bylaws, hold regular meetings, and record meeting minutes. These internal documents are not filed but are essential for maintaining corporate protections.

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.

Certificate of Formation: Texas Form 201

In Texas, the term "articles of incorporation" is officially referred to as the Certificate of Formation. Form 201 is used for for-profit corporations and requires key details such as:

  • Business name, including a designator like “Inc.” or “Corporation”
  • Registered agent and office address
  • Director information (at least one required)
  • Purpose clause (can be general or specific)
  • Stock structure including number of shares and par value
  • Organizer’s name, address, and signature

Filing online via SOSDirect is the fastest method, but you may also file by mail. Processing typically takes 3–5 business days, or expedited options are available.

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.

Reserving a Corporate Name in Texas

If you want to ensure your corporate name is available before filing, you can reserve a name for up to 120 days by submitting Form 501 and paying a $40 fee. This gives you time to prepare your incorporation documents without risking that someone else registers the same name.

Before submitting Form 201, it’s essential to verify your chosen name is available in the Texas Secretary of State’s SOSDirect system. The name must be distinguishable and not deceptively similar to any existing domestic or foreign entity registered in Texas.

Using an Assumed Name (DBA)

If your corporation plans to operate under a different name than the one registered in the Certificate of Formation, you’ll need to file for an assumed name certificate, also known as a “doing business as” (DBA).

This filing is required at both the state level (with the Secretary of State using Form 503) and possibly at the county level, depending on where the business operates. The filing fee for the state is $25. An assumed name certificate is valid for 10 years and must be renewed accordingly.

Frequently Asked Questions

1. How do I incorporate in Texas online?You can file the Certificate of Formation online through SOSDirect on the Texas Secretary of State’s website. It’s the fastest and most convenient method.

2. How much does it cost to incorporate in Texas?The filing fee for a for-profit corporation in Texas is $300. Additional fees may apply for name reservations or expedited service.

3. Do I need a lawyer to incorporate in Texas?While not legally required, consulting a business attorney is recommended to ensure compliance with Texas corporate laws and to draft internal governance documents.

4. Can I be my own registered agent in Texas?Yes, as long as you're a Texas resident and maintain a physical street address where you’re available during business hours.

5. What’s the difference between a corporation and an LLC in Texas?Corporations have more rigid structures and are better for raising capital, while LLCs offer flexibility and pass-through taxation. The choice depends on your business goals and structure.

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