Form a Corporation in Texas

Everything you need to know about forming a Corporation in Texas. Filing fees, requirements, timeline, and step-by-step guidance.

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$300
Filing Fee
5-7 business days
Processing Time
Required
Registered Agent

How to File

1

Choose a Corporate Name

Select a unique name that includes 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation (Corp., Inc., Co.). Search the Texas SOS SOSDirect database to confirm name availability before filing.

30 minutes

2

Appoint a Registered Agent

Designate a registered agent with a physical street address in Texas (P.O. boxes are not permitted) who is available during normal business hours to accept legal and government correspondence on behalf of the corporation.

15 minutes

3

Select Directors and Incorporator

Identify at least one director to serve on the board and designate an incorporator (the person authorized to sign and file the Certificate of Formation). Directors manage corporate affairs, while the incorporator handles the initial filing.

30 minutes

4

File the Certificate of Formation (Form 201)

Complete and submit Texas SOS Form 201 (Certificate of Formation for a For-Profit Corporation), including the corporate name, registered agent info, authorized shares, director names, and incorporator signature. File online via SOSDirect, by mail, or in person with the $300 fee.

1-2 hours

What's Next After Filing

Once your Corporation is officially formed, you'll want to complete these important steps:

  • •Draft Corporate Bylaws — Although not filed with the state, bylaws are legally required in Texas under the Texas Business Organizations Code and govern how the corporation operates, including meeting procedures, officer roles, shareholder rights, and voting rules.
  • •Hold Organizational Meeting and Issue Stock — Conduct the initial board of directors meeting to adopt bylaws, appoint officers, authorize stock issuance, and address other organizational matters. Issue stock certificates to initial shareholders as authorized in the Certificate of Formation.
  • •Obtain EIN and Fulfill Tax & License Requirements — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost. Register with the Texas Comptroller for franchise tax purposes, and obtain any required state or local business licenses or permits relevant to your industry.

Advantages

  • ✓Strong liability protection separating personal assets from business debts and legal judgments
  • ✓Ability to raise capital by issuing multiple classes of stock and attracting investors or pursuing a public offering
  • ✓Perpetual existence — the corporation continues regardless of ownership or leadership changes
  • ✓Eligible to elect S-Corp tax status with the IRS to avoid double taxation at the federal level
  • ✓Enhanced credibility with customers, vendors, banks, and investors compared to unincorporated entities

Considerations

  • •Potential double taxation at the federal level (corporate income tax plus dividend tax on shareholders) if C-Corp status is maintained
  • •More complex formation and ongoing governance requirements, including maintaining bylaws, holding annual meetings, and keeping corporate minutes
  • •Texas franchise tax obligations apply once revenue exceeds the No Tax Due threshold, adding administrative and financial burden
  • •Stricter regulatory compliance compared to LLCs, including formal board structures and shareholder meeting requirements

Annual Obligations

Franchise Tax:$0*
Annual Report Fee:$0*
Report Due:May 15
* Texas does not require a traditional annual report filed with the Secretary of State. However, corporations must file an Annual Franchise Tax Report with the Texas Comptroller by May 15 each year. Corporations with annualized total revenue at or below the 'No Tax Due' threshold (currently $2.47 million for 2024-2025) owe $0 in franchise tax but may still need to file a No Tax Due Report. Corporations exceeding this threshold pay the greater of 0.75% of taxable margin (or 0.375% for qualifying retailers/wholesalers). Failure to file can result in forfeiture of the right to conduct business in Texas.
Last verified: August 2026Source

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