Texas Corporation

What is a Texas Corporation?

Texas Corporation or Texas INC, is a business formation registered with the Texas Secretary of State. The Texas Corporation will be able to issue shares of stocks to employees and investors, unlike an LLC in Texas.

Texas Corporation Requirements

  1. State Filing Fee of $300.
  2. A Registered Agent located in Texas. See our service here.
  3. Certificate of Formation.
  4. Beneficial Ownership Information Report filing. Your report must be submitted after company formation starting January 1, 2024.

Texas Corporation Structure

TX Corporations are structured legally with the Texas Certificate of Formation For-Profit Corporation form. Like many states, the document for a Corporation formation is short and simple.

The required information to be listed:

  • Name
  • Registered Agent
  • Directors
  • Shares
  • Purpose
  • Organizer
  • Effectiveness

Name

When filing a For-Profit Corporation, the name of the entity must contain the word “Corporation”, “Incorporated”, “Limited” or an abbreviation of one of these corporate words.

Registered Agent

A Registered Agent in Texas can be an organization or an individual resident of the state. The business address of the Registered Agent and Registered Office will be required.

Directors

The names and mailing address for the Directors will be recorded on the Certificate of Formation.

Shares

A Texas Corporation declare the number of shares it has the right to issue. You can either list a value for each share or open the Corporation with shares holding no par value.

Purpose

“The purpose for which the corporation is formed is for the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code.”

Organizer

The name and address, be it a street or mailing address, will be provided by the person filing the Certificate of Formation.

Effectiveness

Your new Texas Corporation can become effective when the state files the document, on a specific date no later than 90 days or upon the transpiring of an event or fact. The event or fact will have to be described.

Texas Incorporation Facts
The Form Certificate of Formation
Agency Texas Secretary of State
The Filing Fee $310
Our Fee $455 (includes registered agent service)
Expedite Options None
Online Filing Yes
Annual Franchise Tax Report Due Date May 15
Annual FTR Fee Variable

How to File a Texas Corporation

Steps to Form a Texas Corporation:

  1. Choosing a Texas Corporate Name. The Texas Administrative Code Title 1, Part 4, Chapter 79, Subchapter C outlines the legal requirements for selecting a corporate name.
  2. Filing a Certificate of Formation. A Texas incorporation is done by filing a Certificate of Formation with the Secretary of State and paying the $300 filing fee. This can be filed online through SOSDirect.
  3. Designating a Registered Agent. To form a corporation, a Texas registered agent must be designated. A Certificate of Formation will not be filed without one. In Texas, an entity cannot serve as its own agent.
  4. Writing Corporate Bylaws. Once a Texas incorporation is processed, corporate bylaws should be written to govern the ownership and management of the company. Bylaws outline initial shareholders and their rights and responsibilities, as well as laying out company policies.
  5. Opening Business Accounts. Corporate business accounts are necessary to purchase goods and services and pay all obligations of the company. Most banks will ask for copies of the Certificate of Formation and bylaws in order to open an account.
  6. Filing the Franchise Tax Report. Once you form a corporation, an annual Franchise Tax Report is due by May 15 each year. The tax is variable, depending upon the amount of revenue in a given fiscal year.
  7. Submitting Beneficial Ownership Information Report: You must a file a BOI report with the Financial Crimes Enforcement Network after formation, starting January 1, 2024. The BOI report is free to file and must be submitted online.

Texas Registered Agent

A Texas registered agent must have a physical street address within the state (called a registered office). At the registered office, service of process and other important business mail must be accepted during regular business hours on behalf of clients. These documents must be forwarded to clients in a timely manner.

Texas Corporation Bylaws

Bylaws should (at least) address:

  • Initial Shareholders (and their rights and responsibilities)
  • Allocation of Profits and Losses
  • Voting Rights
  • Types of Stock and Rights/Privileges of Stock Types
  • Initial Directors and Officers
  • Amendment Process
  • Annual Meeting Time, Location and Procedures

Annual Franchise Tax Report and Taxes

After a Texas incorporation is complete, the company will be required to file an annual Franchise Tax Report, due by May 15 every year. The actual amount of the tax varies, but can be calculated roughly with the online tool provided by the Texas Comptroller.

Federal Beneficial Ownership Information Report Filing

Starting January 1, 2024, most newly-formed corporations are required to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) following company formation. On your report, you’ll need to disclose some basic details about your company and those with the most control over your corporation’s profits and operations. Save yourself from the additional paperwork with our $25 BOI report filing service.

Can I Form a Corporation Online?

Yes. Texas manages SOSDirect, an online business filing system where you can submit and pay for your Certificate of Formation.

Can an Entity Serve as It’s Own Agent in Texas?

No. Section 5.201(b) of the Texas Business Organizations Code explicitly forbids an entity from acting as its own agent. You must designate a separate individual or entity as your corporation’s agent.

Can I Designate You as My Organizer When I Form a Corporation?

Yes. If you hire CFS to handle your Texas incorporation, we will sign and act as your company’s organizer. The organizer is the person who prepares and submits the formation documents to the Secretary of State for your Texas Corporation.

What is Par Value?

When you form a corporation, you must indicate the par value of the initial authorized stock. The par value of a share of stock is not its actual value, but rather the lowest possible amount for which the stock can be sold. A share of stock with a par value of $1 cannot be sold for less than $1.

You may indicate that you wish for the stock to have No Par Value. In this case, the value of shares issued will be determined by the board of directors at a later time.

Why Hire Corporate Filing Solutions to Form Your Texas Corporation?

Starting your Corporation in Texas shouldn’t be a hassle or a time consumer. That’s why we offer Filings Made Easy™ to make starting a Corporation in Texas super easy.

Hire us and relax while our filing experts form your new Texas Corporation. Our staff will process orders the same business day as they are received. To make things even easier, we bundle the first year of registered agent service and ensure your Texas Corporation comes fully equipped and ready to do its job.

Start your Corporation in Texas and get Registered Agent service for as low as $55 a year.