Texas Corporation Form and Filing Rules
When you’re forming a Texas S Corporation or C Corporation, you will need to file certain forms and pay certain fees. Requirements can come from various bodies including the federal government, the TX Secretary of State and elsewhere.
Below is a rundown of what you’ll need to do, together with information on the requirements for your Texas corporation. Some of these forms you only need to submit once, while others must be filed on a regular basis.
Incfile provides a paid service to take care of certain filings and forms for your Texas corporation. Alternatively, you can choose to file these requirements yourself — make sure that you set calendar reminders.
File Your Certificate of Formation
The Certificate of Formation document is the formal paperwork that you file with the Texas Secretary of State to create your corporation. Once the Certificate of Formation document is filed with the TX Secretary of State, your business is legally formed as a Texas corporation.
The Certificate of Formation typically includes:
- The corporation’s name
- The corporation's Registered Agent and their address
- The names and addresses of directors
- The corporation’s purpose
- The corporation’s capital structure (number of shares to be issued, who owns them, pricing, etc.)
- The name and address of the organizer
Here at Incfile, we automatically create and file your Articles of Incorporation on your behalf when you start your S Corporation or C Corporation with us.
Get the Right Permits and Licenses for Your Texas S Corp or C Corp
Most TX corporations will need to file and pay for various permits and business licenses as you will need them to legally carry out business in Texas. We can help you understand the exact permits and licenses required for your business to be compliant.
City Licenses and Permits for Your Corporation
Various cities in Texas have slightly different rules and fees for permits and licenses for corporations. Check with your local Texas city administration to see what their rules are. You will need a separate permit or license for each city your Texas corporation operates in.
County and State Business Permits and Licenses
Depending on the type of business you are running, you may need to get additional permits and licenses from the county or state of Texas. You can get an idea of the types of permits and licenses your S Corporation or C Corporation might need from the State of Texas website.
Federal Licenses and Permits
Some corporations will need to get licenses and permits from the federal government and various national agencies. You can find a complete list on the U.S. Small Business Administration website.
Learn What Permits and Licenses Your Texas Corporation Needs With Incfile
Because permits vary widely depending on the type of Texas corporation you are operating and where you are located, we provide a comprehensive Business License Research Package. It’s designed to tell you all of the licenses and permits necessary for your new corporation. It includes:
Our service provides:
- A comprehensive package of all the licenses, permits and tax registrations required for your business
- The application forms to file with the appropriate licensing authorities
Your customized Business License Research Package will be emailed to you within two days of your Texas Corporation being formed by the Texas Secretary of State.Get the Incfile License Research Package
Other Special Requirements for Your Texas S Corp or C Corp
Because you’re forming a corporation, there are certain other legal, regulatory and compliance areas you need to meet.
Your Texas Corporation Must Have Certain Bylaws
Bylaws are the formal, internal rules that your Texas corporation must follow to stay active. You will need to create and agree to bylaws in certain areas.
- Defining your Texas registered office and TX Registered Agent
- Stating details of the Annual General Meeting (AGM), including date, place, time and other relevant information
- Other details from the AGM, including the order of business, notice, voting record, quorum, proxies, shareholder actions and more
- Stating when a special shareholders’ meeting may be held and the circumstances that could lead to it
- Details of stock certificates, ownership, issuing and transfer
- Details of the Board of Directors including how they are elected and appointed, their number, the powers they have, how they can be removed, regular meetings and agendas, executive committees, remuneration and other areas
- Details of the various officers in the corporation including how they are chosen and appointed
- Designations of officers in the Texas corporation including president, vice presidents, secretary, assistant secretaries and treasurer
- Rules around dividends, declarations and reserves
- Any other formalities the corporation believes need to be documented
Issue Stock to Corporation Shareholders
Ownership in a Texas corporation is expressed through the issuance of shares. You must create stock certificates and formally issue stock to any agreed initial shareholders in the corporation.
Appoint a Board of Directors
You must appoint directors to all positions in line with the agreed Texas corporation bylaws. The Board of Directors is responsible for the strategic direction and overall management of the corporation. The board selects officers who will manage the day-to-day activities of the corporation.
Officers Must Be Assigned
Officers are the individuals who manage the Texas corporation on a day-to-day basis. At minimum, a TX corporation should have a president, secretary and treasurer. Theoretically, one person could hold more than one position.
Get a Corporate Records Book
You should acquire a new corporate records book to capture all of the important information for your Texas corporation. This includes your Certificate of Formation, corporate bylaws, meeting minutes, AGM details, directors, officers, stock certificate information, transfer documents and more.
You may need to hire employees for your Texas corporation. You will need:
- An Employer Identification Number (EIN)
- Worker’s Compensation Insurance
- General Liability Insurance
Hold an Annual General Meeting for Your Texas Corporation
You must hold a yearly meeting that all directors, officers and shareholders of the TX corporation are invited to. The purpose of an AGM is generally to:
- Discuss important information
- Make strategic decisions
- Understand opportunities, risks and issues
- Vote on important resolutions and other matters
Texas Corporation Tax Registration
You will need to register for certain taxes when you form your corporation. These include:
- Federal income tax
- Corporation tax (only for C Corporations)
- Sales and Use Tax
- Employment taxes
- Texas Franchise Tax
You can find details on the Texas Comptroller of Public Accounts and IRS websites.
Annual Report for Your Texas Corporation
Most states need to file an annual (or other periodic) report with their Secretary of State. Texas has two annual filing requirements for corporation reports:
- Public Information Report
- Franchise Tax Report
There is no fee to file a Public Information Report. The fee to file your Franchise Tax Report is based on your corporation’s revenue.
Learn about your ongoing Texas corporation filing requirements and business filing deadlines with our helpful Texas ongoing filing lookup tool.Have Incfile File Your Report for You
Franchise Tax Report for Your Texas LLC
You will need to file a franchise tax report with the comptroller of public accounts. These are due by May 15 every year.
Certificate of Good Standing for Your Texas Corporation
You may need a Certificate of Good Standing for your Texas corporation to carry out some business-related services like opening a bank account.Get a Certificate of Good Standing Through Incfile
Ready to Start Your Texas Corporation?
Incfile provides a cost-effective service to help you create your Texas corporation. We guide you through the process and handle most of the administrative steps, such as filing the necessary forms on your behalf.
Our basic package also provides a free Registered Agent service for the first year. If you're looking for help starting an S Corporation or C Corporation, our comprehensive services provide outstanding value.