Texas corporation filing includes filing articles of incorporation in the form and manner prescribed for the type of corporation you are setting up.

Filing Articles of Incorporation: Overview

Incorporating your business comes with a number of benefits:

  • It offers personal liability protection to the shareholders, directors, and other officers of the corporation.
  • It enables you to register the name of your business.
  • It offers effective governance and adds to the credibility of your business.

The process of incorporation begins with filing of articles of incorporation. Unless your articles of incorporation are approved, you cannot apply for tax IDs and business licenses or conduct business in the name of the corporation.

Once the Secretary of State approves your articles of incorporation, your corporation is created with its own legal name and entity.

Filing Articles of Incorporation: How to Incorporate

The office of the Secretary of State takes care of the incorporation process in Texas. Whether you are incorporating a for-profit, nonprofit, or professional corporation, make sure to choose the right forms and follow the right instructions. Note that you cannot form a professional corporation in Texas for practicing medicine.

Make sure you understand the information you need to fill in when preparing and filing your articles of incorporation. A single rejection of your filing can result in a delay of one month in incorporation.

You may want to go through the Texas state templates for articles of incorporation. They will give you an idea of the kind of information expected by the Secretary of State for granting approval.

As mentioned on the top of the form, the Secretary of State expects you to draft the form in such a manner that it meets the filing requirements of the relevant statutory provisions. In order to be eligible for federal tax exemption under section 501(c)(3) of the IRC, you must comply with some additional provisions. For tax exemptions under the state law, B-corporation certification, and banking purposes, you must have certain provisions in the articles.

You can prepare and file the articles on your own, retain an attorney to do it for you or even hire a professional documentation service. If your corporation involves a complicated ownership structure, where there are many owners with different rights and privileges, it's always advisable to retain an attorney.

Quick Facts on Incorporating in Texas

Incorporating in Texas would be beneficial for the following types of organizations:

  • For-profit corporations
  • Nonprofit corporations
  • Corporations for professional services
  • Close corporations

For filing articles of incorporation in Texas, you must pay a filing fee of $300 in case of for-profit and professional corporations. In case of nonprofit corporations, the filing fee is $25.

It takes around three to five business days to process your articles of incorporation in Texas. You can request for expedited filing by paying an additional fee between $10 and $50.

Filing Articles of Incorporation: For-Profit Corporation

Articles of incorporation of a for-profit corporation in Texas must include the following information:

1. Name and Type of Corporation

Your corporation's name must be such that it's not easily confused with an existing business entity registered in Texas. Perform a name availability check to rule out this possibility.

The name must include one of the following suffixes:

  • "Corporation"
  • "Corp."
  • "Incorporated"
  • "Inc."
  • "Company"
  • "Co."
  • "Limited"
  • "Ltd."

2. Registered Agent

You must state the name and address of your registered agent who will receive process and legal communication on behalf of your corporation. You can appoint a resident individual with a physical address in Texas as your agent or hire a professional registered agent service.

3. Board of Directors

State the names and addresses of all the initial directors of your corporation. The initial directors are appointed by the incorporator, the person signing the articles of incorporation.

4. Authorized Share Capital

The articles of incorporation must include the total number of shares it is authorized to issue. You should also mention the different classes of shares it can issue.

5. Purpose of the Corporation

Texas allows you to have a generic description of the purpose, but you can also describe it in specific terms.

6. Effective Date

You can choose to have a future date from which the articles of incorporation will become effective. However, it must be within 90 days of the organizer signing the articles of incorporation.

7. Organizer

The articles of incorporation must include the name, address, and signature of at least one organizer who will be executing the articles.

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