Texas C Corp Formation

Texas C Corporation Formation

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Steven S.

Steven Stark

283 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Richard G.

Richard Gora

157 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Joshua G.

Joshua Garber

199 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Connie A.

Connie Arambula

2 reviews
Connie Arambula is a business lawyer with 14 years’ experience. She is experienced in dealing with legal matters related to real estate law, and is exceptionally skilled in legal research and writing. Connie is licensed to practice law in Texas and obtained her legal degree from the St. Mary’s University School of Law. She has been a general counselor at The Lynd Company since February 2008, where she mainly focuses on litigation.
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Chris B.

Chris Bourgeacq

1 review
Chris Bourgeacq is the founder of The Chris Bourgeacq Law Firm, PC in Austin, Texas. Board certified in Labor & Employment Law, he brings three decades of legal experience with extensive expertise in workplace law, labor law, litigation and mediation, and commercial law. In his spare time, Chris works with the Volunteer Legal Services of Central Texas. He was an Honor Scholar at the Washington University School of Law.
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Steve O.

Steve Okoroha

19 reviews
Steve Okoroha is a business lawyer with five years of experience. He is licensed to practice law in Texas and obtained his law degree from the South Texas College of Law. Steve is also a member of the Texas State Bar and the State Bar Pro Bono College. He received his Juris Doctor degree from the South Texas College of Law. Steve specializes in immigration law and is also experienced in dealing with commercial contracts.
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Walter C.

Walter Coppersmith

Attorney Walter Coppersmith has over 21 years of experience in corporate formation, corporate governance, business transactions, and intellectual property. Before practicing law, Attorney Coppersmith was an experienced C-level executive that built and sold companies for millions of dollars. With his expertise in technology, he is able to help his clients protect their businesses through patents, trademarks, and copyrights.
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Stephanie H.

Stephanie Hess

This attorney of law has previously worked for a Fort Worth-based law firm and has gained experience in many different areas. Currently her job as senior associate with Pratt Aycock has her involved in title and curative services and general counsel to oil and gas clients. The University of California, Davis hosted her in 2006, as well as the Texas Wesleyan School of Law in 2009. This has resulted in her being licensed in both Texas and New Mexico.
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Tomas C.

Tomas Caquias

2 reviews
Tomas Caquias has recently been licensed to practice law in Texas. He received his Doctorate of Law after graduating from the Arizona Summit Law School. Tomas specializes in commercial contracts, labor and employment law, legal research and writing, real estate cases and has exceptional experience in assisting entrepreneurs and startup businesses. Since May 2016, Tomas has been the managing attorney for the Caquias Law Group.
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George O.

George Oggero

George Oggero is an attorney and counselor with more than a decade worth of experience. He is licensed to practice law in Texas and obtained his Juris Doctorate degree in law from the South Texas College of Law. George primarily specializes in dealing with legal matters that involve real estate law. He is also experienced in drafting, reviewing and negotiating commercial contracts. George has been serving as the managing attorney of his own law firm since July 2017.
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Why use UpCounsel to form your C Corporation in Texas?

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Why use UpCounsel to form an C Corporation in Texas

Starting an C Corporation in Texas with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.

When forming an C Corporation in Texas with UpCounsel, the attorney you choose to help you will conduct a business name search for your Texas corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Certificate of Formation For-Profit Corporation have been prepared and successfully filed with the Texas Secretary of State, your Texas corporation has been formed and begins its existence as a Corporation entity.

Requirements for Forming a Texas C Corporation

Choosing a Company Name for Your C Corporation

One of the first steps in the process of forming your Texas C Corporation is to choose your business name.

It must be distinguishable (not the same as or deceptively similar to) the name of any Texas C Corporation reserved or registered and cannot contain the words "bank", "trust", "trustee,""incorporated", "inc.", corporation", or "corp.", or "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.

Your C Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Texas C Corporation before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of Texas.

Certificate of Formation: When forming an C Corporation in Texas, the Certificate of Formation must be filed with the Secretary of State. Texas state law requires that certain information be included in your Certificate of Formation when forming your Texas C Corporation.

This information must include:

  1. The C Corporations name.
  2. Address and Name of Registered Agent.
  3. Registered Agent's signed consent form
  4. Purpose for which C Corporation is being formed
  5. Whether C Corporation will be manager-managed or member-managed
  6. Addresses, Names, and Initials of managers or members
  7. Name and addresses of the Board of Directors
  8. The effective date of certificate.

Additionally, a Texas C Corporation formation generally requires inclusion and/or consideration of the following:

Organizers: One or more people may form a C-Corp, yet they do not need to be members of the C Corporation.

Minimum Number of C Corporation Organizers: One (or more).

Eligibility: An organizer may be an individual, partnership, limited partnership, trust, estate, association, corporation, C Corporations, or other entity, whether domestic or foreign.

C Corporation Operating Agreement: Although not required in Texas, it is strongly recommended that a C Corporation with more than one member adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The Certificate of Formation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Certificate of Formation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

Resident Agent needed for a Texas C Corporation

UpCounsel attorneys can also provide your business with a registered agent in Texas. Every Texas C Corporation must have a registered agent in Texas, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The registered office may be a place of its business.

The company must have the chosen registered agent fill out and sign an acceptance of consent, Form 401-A. This must also be filed with the Secretary of State.

Texas Secretary of State

Once you create an C Corporation in Texas, the Texas Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Texas Secretary of State.

Recurring Responsibilities and Duties for Texas C Corporations

Annual Report: Each C Corporations shall provide an annual report to the Texas Secretary of State regarding its financial condition to each of its members.

Records: Each Texas C Corporations must keep the following records open to inspection at its office:

  1. A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the C Corporations set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
  2. If the C Corporations is manager-managed, you will need a current list including the full name and business or residence address of each manager.
  3. A copy of the Certificate of Formation and all amendments thereto, together with any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto were executed.
  4. Copies of the C Corporations's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years
  5. A copy of the C Corporations's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
  6. Copies of the C Corporations's financial statements, if any, for the six most recent fiscal years.
  7. The books and records of internal affairs as they relate to the C Corporations for at least the current and past four fiscal years.
  8. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Filing Fees for a Texas C Corporation

Filings must be made with the Texas Secretary of State in which the C Corporation was organized, along with the appropriate state filing fee. The filing fee for the Certificate of Formation is $300. Fees are subject to change so make sure you check with the Secretary of State. This may be done online on the Texas Secretary of State's website or by mail.

Taxes for a Texas C Corporation

Texas C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation. It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".

Texas state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: For federal income tax purposes, a C- Corp is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

Texas State Income Tax: C Corporations in Texas are subject to a state franchise tax. In order to be in compliance, you must submit a franchise tax report with a public information report to the Texas Comptroller of Public Accounts. This will be a yearly requirement and annual reports will be due on May 15th every year.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

Start Your Business Off Right with an Affordable C Corporation Attorney in Texas

Start Your Company Off Right with Affordable C Corporation Attorneys in Texas

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