To form a corporation in Texas, you file a Certificate of Formation (Form 201) with the Texas Secretary of State and pay a $300 filing fee. Texas calls the document a Certificate of Formation rather than articles of incorporation, but Texas articles of incorporation and the Certificate of Formation refer to the same filing: the document that legally creates your corporation. Getting the form right the first time avoids rejection, so prepare the pieces below before you submit.
What Form 201 Requires
Section 3.005 of the Texas Business Organizations Code sets the baseline. Every certificate must include the entity name, entity type, business purpose, registered agent and office, mailing address, and the name and address of each organizer.1State of Texas. Texas Code Business Organizations Code – Section 3.005 Certificate of Formation For a for-profit corporation, Form 201 also asks for your initial directors and your share structure.2Secretary of State of Texas. Certificate of Formation For-Profit Corporation Form 201
Corporate Name
Your name must be distinguishable in the Secretary of State’s records from every active corporation, LLC, registered foreign entity, and reserved name on file.3State of Texas. Texas Code Business Organizations Code – Section 5.053 Distinguishable Names Required Distinguishable doesn’t mean entirely different; it means the office can tell your name apart from others. If an existing entity holds a name too close to yours, that entity can give written consent, though the Secretary of State can still reject identical names.
Your name must also include “Corporation,” “Company,” “Incorporated,” or “Limited,” or an abbreviation of one of those.4State of Texas. Texas Code Business Organizations Code – Section 5.054 Name of Corporation, Foreign Corporation, Professional Corporation, or Foreign Professional Corporation Check availability through the SOSDirect portal before you commit.
Business Purpose
Nearly every Texas corporation uses a broad “any lawful purpose” statement, which lets you pursue different activities without amending the certificate later. Narrow the purpose only when a regulator requires it.
Registered Agent and Office
Every Texas corporation must designate a registered agent and maintain a physical registered office in Texas.5Justia. Texas Code Business Organizations Code – Subchapter E Registered Agents and Registered Offices The agent accepts lawsuits, tax notices, and other official documents on the corporation’s behalf. A P.O. box doesn’t satisfy the office requirement; someone must be reachable at a street address during business hours.
You can name yourself, another individual, or a commercial service. Serving as your own agent is free but puts your address on the public record. Commercial services typically run $50 to $150 per year and handle intake when you’re not available.
Organizer and Initial Directors
The organizer is the person actually filing the certificate. Form 201 also requires the names and addresses of the initial directors who will govern the corporation until the first shareholder meeting. In a small corporation, the organizer and the sole director are often the same person.
Share Structure
Form 201 asks you to state the total number of authorized shares, which caps how many the corporation can ever issue without amending the certificate. Authorized shares differ from issued shares: you might authorize 10,000 and issue only 1,000 at formation, leaving room for later investors or stock compensation.
Texas allows both par-value and no-par-value shares. Many small corporations choose no par value and a single class of common stock to keep things simple. If you want multiple classes, such as voting common and preferred with priority dividends, the certificate must spell out the rights of each class.
How to File and What It Costs
Submit the completed Form 201 with the $300 filing fee to the Texas Secretary of State. You have three delivery options.
Online. The SOSDirect portal is the fastest route.6Office of the Texas Secretary of State. Filing Options You create an account, upload the document, and pay electronically. Credit card payments carry a 2.7% convenience fee, which you can avoid by funding a prepaid SOSDirect account.
By mail. Send two copies of Form 201 to the Secretary of State in Austin with a check or money order for $300 payable to the Secretary of State. The office returns one file-stamped copy. Mail filings take longer because of transit and manual handling.
Expedited service. Three tiers are available on top of the $300 base fee:7Office of the Texas Secretary of State. Texas Express Expedited Business Filings
- Standard expedited, $50, processed within two to three business days. Available for mail and in-person filings.
- Next-day, $500, processed by close of business the next business day if received by noon. In-person delivery only.
- Same-day, $750, processed by close of business the same day if received by noon. In-person delivery only.
Expedited handling only moves you to the front of the line; the statutory review is unchanged, and approval isn’t guaranteed. Standard processing without the $50 add-on takes longer than two to three business days and varies with office volume, so budget extra time if you file at regular speed. If you mail an expedited request, include a cover letter asking for it along with a daytime phone number and email address.
What to Do Right After the Certificate Is Approved
State approval creates the corporation, but several steps need to happen quickly for it to function.
Get an EIN
Your corporation needs an Employer Identification Number from the IRS before it can open a bank account, hire employees, or file tax returns.8Internal Revenue Service. Employer Identification Number The IRS issues EINs online at no charge, and the number is assigned immediately. You can apply as soon as the state filing is complete.
Adopt Bylaws and Hold the Organizational Meeting
Bylaws are the corporation’s internal rulebook, covering director elections, meetings, officer duties, and share management. Texas doesn’t require you to file them with the state, but they bind the directors, officers, and shareholders.
The initial board should hold an organizational meeting to adopt the bylaws, appoint officers, authorize the issuance of shares, and approve a corporate bank account. Keep written minutes. Store the file-stamped certificate, bylaws, minutes, stock ledger, and share certificates in a corporate records book; Texas law requires it, and courts can disregard the corporation’s liability shield when it isn’t operated like a separate entity.
Decide on S Corporation Status
A Texas corporation is taxed as a C corporation by default, so profits are taxed at the corporate level and again when distributed as dividends. If you qualify, you can elect S corporation status by filing IRS Form 2553, which passes income through to shareholders. Qualification requires 100 or fewer shareholders, all of whom must be U.S. citizens or resident aliens; partnerships and other corporations can’t hold shares.
Timing is strict. To have the election take effect for your first tax year, file Form 2553 within two months and 15 days of the date the corporation begins its first tax year.9Internal Revenue Service. Instructions for Form 2553 Miss that window and the election waits until the next tax year.
Calendar the Franchise Tax Report
Every Texas corporation owes an annual franchise tax report to the Texas Comptroller, due May 15. For the 2026 report year, corporations with total revenue at or below $2,650,000 owe no tax, but the report is still required. Filing is either a No Tax Due Report with a Public Information Report or an Ownership Information Report, depending on which applies. Skipping it draws penalties and can lead the state to forfeit the corporation’s right to do business in Texas.10Texas Comptroller. Franchise Tax
BOI Reporting Does Not Apply to Texas-Formed Corporations
The federal Corporate Transparency Act originally required most new corporations to file a Beneficial Ownership Information report with FinCEN. As of March 2025, all entities formed in the United States are exempt. Only foreign-formed entities registered to do business in a U.S. state must report under current rules.11Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting A Texas-formed corporation doesn’t file a BOI report, though Congress has considered reinstating some version of the requirement, so the rule is worth checking again before each annual compliance review.