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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How to File
Choose a Corporate Name
Select a unique name for your corporation that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Limited,' or an abbreviation thereof. Use the Texas Secretary of State's SOSDirect name availability search to confirm the name is not already in use.
30 minutes
Appoint a Registered Agent
Designate a registered agent who has a physical street address in Texas and is available during normal business hours to receive legal documents and official state correspondence on behalf of the corporation. This can be an individual Texas resident or a qualified registered agent service.
15 minutes
File Certificate of Formation (Form 201)
Prepare and file Form 201 (Certificate of Formation for a For-Profit Corporation) with the Texas Secretary of State online via SOSDirect, by mail, or in person. The form requires the corporation's name, registered agent information, authorized shares, and the organizer's signature.
1-2 hours
Create Corporate Bylaws
Draft internal corporate bylaws that govern the corporation's operations, including shareholder meetings, board of directors structure, officer roles, and voting procedures. While not filed with the state, bylaws are legally important and should be adopted at the organizational meeting.
2-4 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting & Issue Stock — Conduct the initial organizational meeting of the board of directors to adopt bylaws, elect officers, and authorize the issuance of shares of stock to initial shareholders. Document all decisions in corporate meeting minutes.
- •Obtain EIN and Open a Bank Account — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax filings, hiring employees, and opening a corporate bank account. Open a dedicated business bank account to maintain separation between personal and corporate finances.
- •Register for Texas State Taxes and Licenses — Register with the Texas Comptroller of Public Accounts for franchise tax purposes and any applicable sales tax permits. Obtain any required local, state, or federal business licenses or permits relevant to your industry and location.
Advantages
- ✓Strong liability protection separating personal assets from corporate debts and legal obligations
- ✓Ability to raise capital by issuing multiple classes of stock and attracting investors, including venture capital
- ✓Perpetual existence independent of ownership changes, making the entity more stable and transferable
- ✓Potential for favorable tax treatment via S-Corp election or ability to retain earnings at corporate tax rates
- ✓Enhanced credibility with customers, vendors, and financial institutions due to the formal corporate structure
Considerations
- •Subject to double taxation as a C-Corp — profits taxed at the corporate level and again when distributed as dividends to shareholders
- •More complex and costly to maintain than an LLC, requiring formal meeting minutes, bylaws, and stricter recordkeeping
- •Greater administrative burden including stock issuance, board meetings, and compliance with Texas Business Organizations Code
- •Texas franchise tax obligations apply regardless of profitability once revenue exceeds the No Tax Due threshold
Annual Obligations
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