How to Incorporate in Texas
Texas Secretary of State – Corporations Section
PO Box 13697
1019 Brazos Street
Austin, TX 78711-3697
Statutory Authority: Texas Business Organizations Code — Tex. Bus. Org. Code Ann. § 21 (2011)
Texas Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Certificate of Formation For Profit Corporation.”
3. Complete the “Payment Form.”
4. Prepare a Letter of Transmittal.
5. Submit the completed documents, along with a photocopy and your filing fees, to the Texas Secretary of State.
Texas Certificate of Formation
The following information is legally necessary and sufficient to form a for-profit corporation in Texas:
1. Company name
2. Registered agent name and address
3. Name and address of each director
4. Number and par value of authorized shares
6. Organizer name and address
7. Effective date of filing
8. Organizer’s signature, printed name, and date
Texas Incorporation Fee Schedule
Application for Reservation or Renewal of Reservation of an Entity Name: $40.00
Certificate of Formation: $300.00
Foreign Entity Application for Registration: $750.00
Expedited Service: $25.00
Certified Copy: $15.00 plus $1.00 per page
Annual Franchise Tax Report: Varies
Certificate of Termination: $40.00
Your company name must end with a corporate designator. In Texas the specific corporate designators are “Company” “Corporation” “Incorporated” “Limited”.
Conduct an entity name search on the Texas Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation or Renewal of Reservation of an Entity Name” and paying a name reservation fee of $40.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Texas requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Texas resident or active Texas business entity that has a Texas street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Texas resident and have a Texas street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Texas corporation. Nevertheless, Texas permits you to add other provisions to your Certificate of Formation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an annual “Franchise Tax Report.”
Registering as a Foreign Entity
1. Complete the “Application for Registration of a Foreign For-Profit Corporation.”
2. Submit the completed document in duplicate, along with the filing fee, to the Texas Secretary of State.
Dissolving a Texas Corporation
1. Complete a “Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas” to request a tax clearance certificate from the Texas Comptroller of Public Accounts.
2. Once you receive the tax clearance certificate you can complete the “Certificate of Termination of a Domestic Entity.”
3. Submit the completed document, along with one copy, the tax clearance certificate, and the filing fee, to the Texas Secretary of State.