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TEXAS

Why Form a Corporation in Texas.


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Texas Corporation Form, Filing and Permit Requirements

If you want to form a corporation in Texas, there are certain forms, requirements and legalities you must have in place.

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.

You will need to set reminders in your calendar to file forms regularly if you're filing yourself. At Incfile, we provide an optional, paid renewal service and can take care of certain renewals for you when you instruct us to do so.

A Certificate of Formation

The Certificate of Formation is the formal document filed with the Texas Secretary of State to create your corporation. It provides certain information about your business. Once the document is filed with the Secretary of State, it legally creates your business as a corporation in Texas. Here’s what’s typically included:

  • The corporation’s name
  • The corporation's Registered Agent and their address
  • The corporation’s directors
  • The corporation’s capital structure (number of shares to be issued, who owns them, pricing, etc.)
  • The corporation’s purpose
  • The corporation’s mailing address and street address
  • The name and address of the incorporator

Here at Incfile, we automatically create and file your Certificate of Formation/Articles of Incorporation on your behalf when you start your S Corporation or C Corporation with us. You only need to file your certificate once. There is a fee levied by the Secretary of State of Texas to cover your filing.

Business Licenses and Permits for Your Texas Corporation

Depending on the type of Texas business you’re running, you will need to obtain various business licenses and permits. These are not required to form your corporation, but you must have them to legally carry out business. It’s vital to understand the permits and licenses required for your business to operate in compliance in your jurisdiction.

A Local Business Permit or License From Your City

Various cities in Texas have slightly different rules and fees for permits and licenses. 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.

Additional Local 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 you might need from the State of Texas website.

Federal Licenses and Permits

Depending on the type of Texas business you are running, you may 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.

Incfile Business License Research Package

Because permits vary depending on the type of business 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:

  • 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 company being filed by the state. Remember that operating your business without the required licenses can expose you to compliance risks and fines from state and local governments.

Specialist Texas Corporation Requirements

Because you’re forming a corporation, there are certain other legal, regulatory and compliance areas you need to meet.

Create Bylaws for Your Texas Corporation

Bylaws are the formal, internal rules that your corporation must follow to stay active. You will need to create and agree to bylaws in certain areas.

  • Defining your registered office and Registered Agent
  • Stating details of the Annual General Meeting (AGM): date, place, time and other relevant information
  • Other details for 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 on the board of directors including how they are elected and appointed, their number and the powers they have, how they can be removed, regular meetings and agendas, executive committees, remuneration and other areas
  • Details on 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 Shareholders

Ownership in a 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 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.

Assign Officers to the Corporation

Officers are the individuals who manage the corporation on a day-to-day basis. At a minimum a 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 important information for the corporation. This includes your Articles of Incorporation, corporate bylaws, meeting minutes, AGM details, directors, officers, stock certificate information, transfer documents and more.

Hire Employees

You may need to hire additional employees for your Texas corporation. If so, you will need an Employer Identification Number (EIN). You may also need to get Worker’s Compensation Insurance and 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 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 with the Texas Comptroller when you form your corporation. These include:

  • Federal income tax
  • Corporation tax
  • Sales and Use tax
  • Employment taxes
  • Franchise tax
  • Other taxes

You can find full details on the Texas Department of Revenue website.

Annual Report for your Texas Corporation

The Texas Secretary of State does not require corporations to file an annual report. Instead corporations should submit an information report when they file and pay their annual franchise tax with the Texas Comptroller of Public Accounts.

Certificate of Good Standing for Your Texas Corporation

You may need a Certificate of Good Standing for certain business-related services like opening a bank account. You can order one from us, and we will also send you courtesy emails when your compliance due date nears.

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.

Only $49 + State Fee To Launch Your Business

Clear Pricing. No Contracts. No Surprise.

What are the fees and requirements to form a business in Texas?

Filing Time and Price

The state charges this amount to file a new business entity. This fee goes directly to the Secretary of State.

State Fee State Filing Time Expedited Filing Time
$300 1 Week 2 Business Days

Compliance Requirements

This report is mandatory and must be filed within the specified time frame in order for the entity to remain in good standing with the state. Failure to file this report can lead to the company being revoked or administratively dissolved.

Public Information & Franchise Tax Report

Frequency: Annually

Due Date: Both reports are due between January 1st and no later than May 15th.

Filing Fee:There is no charge for the Public Information Report. The Franchise Tax Fee is based on the revenue of the LLC.

Learn more about starting a business in Texas

Additional resources, guides, and articles for better decision making.

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