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When incorporating in Texas with LegalZoom, we not only file your articles of incorporation with the Texas Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Texas corporation.
Texas Incorporation Information
Incorporating in Texas
Choosing a business name is one of the first steps in the process of forming your Texas Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names for your Texas corporation, in order of preference. We will conduct a name check before filing to see which names are available.
- Must not the same as, or similar or deceptively similar to, the name of any other registered Texas business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its certificate of formation.
In addition, the name must contain one (or an abbreviation of) the following words:
Texas state law restricts the use of certain words and phrases in business names. When you form your Texas corporation with LegalZoom, your business name choices are reviewed for compliance with applicable state laws.
Certificate of Formation:
To incorporate in Texas, a certificate of formation must be filed with the Texas Secretary of State. The Texas Business Corporation Act requires that certain information be included in your certificate of formation. The following is a summary of those requirements:
- Minimum Number of Organizers: One or more.
- Eligibility Requirements: An organizer must be a person having the capacity to contract for himself or herself or for another.
- Duties: Signing the certificate of formation
- Listing Requirements - The name and address of each organizer must be listed.
Corporate Purpose(s): Incorporating in Texas can occur for any lawful business activity
- Listing Requirements: The general business purpose is required to be listed in the certificate.
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The certificate of formation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Not required in the certificate when incorporating in Texas
Other Required Listing Information:
- The type of filing entity being formed;
- The number of shares that the corporation is authorized to issue.
- The period of duration of the corporation, if not perpetual; and
- The street address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office.
In Texas, a corporation may not commence business until it has received for the issuance of its shares consideration of the value of one thousand dollars ($1,000). This requirement must be stated in the certificate of incorporation.
Texas permits optional provisions to be included in the certificate of formation for corporations that wish to formalize additional requirements, such as provisions managing the business and regulating the affairs of the corporation.
A corporation maintains its bylaws at its principal executive office and is not required to file them with the state. The board of directors must adopt initial bylaws for the Texas incorporation.
Officers must be elected by the board of directors in accordance with the bylaws, and there must be at least a president and a secretary. Any officer may hold more than one office in the corporation unless otherwise prohibited by law.
Every Texas corporation must have a registered agent in Texas -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent in Texas must have a business office identical to the registered office and must be either: (1) an individual residing in the state, or (2) a business entity with authority to transact business in the state.
Texas requires that every corporation maintain a registered office in the state. The registered office: (1) must be located at a street address where process may be personally served on the entity's registered agent,(2) is not required to be a place of business of the filing entity or foreign filing entity and (3) may not be solely a mailbox service or a telephone answering service.
Under Texas law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
Professionals that may form professional corporations (rather than professional associations) include: accountants; acupuncturists; athletic trainers; attorneys;chiropractors; nurses; optometrists; insurance agents; and physical, occupational, respiratory care, and massage therapists. Doctors must form professional associations.
A report must be filed with the Texas Comptroller before May 16th each year, except for the year of incorporation. This report must indicate:
- The financial information of the corporation necessary to compute the corporation's franchise tax;
- the name and address of each officer and director of the corporation;
- the name and address of the agent of the corporation; and
- Any other information required by the comptroller.
A public information report must be filed each year with the Texas Comptroller, which will then be forwarded to the Secretary of State, that includes:
- The name of each corporation in which the corporation filing the report owns a 10 percent or greater interest and the percentage owned by the corporation;
- The name of each corporation that owns a 10 percent or greater interest in the corporation filing the report;
- The name, title, and mailing address of each person who is an officer or director of the corporation on the date the report is filed and the expiration date of each person's term as an officer or director, if any;
- The name and address of the agent of the corporation; and
- The address of the corporation's principal office and principal place of business.
Texas does not collect personal or corporate income tax. However, a corporation franchise tax is computed on both taxable capital and a taxable earned surplus basis. A corporation pays on the basis that produces the greater tax. For information on the Texas state taxes, including sales tax, visit: http://www.window.state.tx.us/m23taxes.html
An S-corporation is a corporation that elects to be treated as a pass-through entity (such as a sole proprietorship or partnership) for tax purposes. Since Texas does not have a state income tax, a subchapter-S election thus has federal, but no state, implications for Texas corporations.