How to Incorporate in Texas

If you’re looking to incorporate in Texas, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Form 201: Certificate of Formation - For-Profit Corporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Incorporation: $300 + optional 2.7% credit card convenience fee
  • Incorporation: ~3-5 business days by mail or fax.
  1. Choose a Corporate Structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Texas".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Texas".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search: Texas Secretary of State - Corporations Section
    Name Reservation: Optional
    Suffix Requirements:

    The name of a corporation or foreign corporation must contain: (1) the word "company," "corporation," "incorporated," or "limited"; or (2) an abbreviation of one of those words. 
    Texas Business Organizations Code §5.054

  3. Appoint a Registered Agent

    Before you officially file to create your Texas LLC, you will need to decide who your Texas registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

    State law requires every LLC to have a registered agent. The registered agent is designated when you file Texas articles of organization with the Texas Secretary of State - Corporations Section.

    Our reliable registered agent service fulfills this requirement. You get:

    • Same-day documents from our local office in Austin
    • Immediate online access to state forms with our address and, where required, our signature
    • Annual fees from $89 to $99 per state with no additional charges

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  4. File Texas Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:Texas Secretary of State - Corporations Section
    Form:

    Form 201: Certificate of Formation for a For-Profit Corporation

    Filing Method:

    Mail, fax, in-person or online.

    Agency Fee:

    $300 + optional 2.7% credit card convenience fee

    Turnaround:

    ~3-5 business days by mail or fax.

    Law:

    Texas Statues - Business Organizations Code - Title 2: Corporations

    Notes:
    • Submit original and one copy. The secretary will return evidence of filing and a file-stamped copy of the document.
    • A minimum of one director is required. The director must be a natural person and need not reside in Texas.
    Fact Checked:6/16/17
  5. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.

    A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).

    Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:

    • Meeting minutes
    • Shareholder resolutions
    • EIN verification letter
    • Amendments and other filings made to the corporation over its lifetime

    Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.

  6. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  7. Hold Organizational Meeting

    Hold the organizational meeting of the incorporators or initial directors in compliance with Tex. Bus. & Com. Code § 21.059. ""Not later than the third day before the date of the meeting, the directors or other persons calling the meeting shall send notice of the time and place of the meeting to each other director or person named in the certificate of formation."" Keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: One or more required.
    • Qualifications: None.
    • Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
    • As state in the bylaws.
  8. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: Required.
    • Voting Trusts Allowed: Yes.
    • Required: Yes.
    • Action by written consent: Not provided for in statute.
  9. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  10. Get Texas State Tax Identification Numbers/Accounts

    The Texas Comptroller oversees collection of more than 60 state and local taxes, fees, and assessments. They do not offer a consolidated application. Apply for individual tax accounts / licenses / permits as required.


    Agency:Texas Comptroller
    Form:Texas Tax Forms
    Filing Method:Mail or online with WebFile
    Agency Fee:Varies based on tax accounts/licenses/permits required.
    Notes:Overview of Texas Taxes
    Fact Checked:5/12/20
  11. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  12. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    Texas Business License

    Not required



    General Business License licensure is not required on the State level in Texas.

    Texas does not have a general business license at the state level, but local licenses are often required.

  13. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns.

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in Texas, view the table below.


    Texas Corporation Annual Report Requirements:

    Agency:Texas Comptroller
    Form:

    Public Information Report

    Filing Method:

    Mail

    Agency Fee:

    $0

    Due:

    Annually by May 15 in the year following your first filing in Texas. For example, if your organization was incorporated in April of 2016, then your report would be due May 15, 2017.

    Law:

    TX Tax Code § 171.203

    Notes:

    File a Public Information Report when filing annual franchise tax with the Texas Comptroller of Public Accounts. There is no separate submission to the Texas Secretary of State.

    Fact Checked:1/11/21

    For more details, see our Texas annual report information center page.

    You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Texas corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.

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