How to Form a Corporation in Texas: Filing, EIN, and Bylaws

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.¹ That single filing creates the entity, but a working corporation needs several more pieces in place: a registered agent, an EIN from the IRS, bylaws and an organizational meeting, a decision about federal tax treatment, and a franchise tax account with the Texas Comptroller. Each piece has its own deadline or standard, and the order below is roughly the order you’ll want to tackle them.

Pick and Clear a Corporate Name

Your name has to be distinguishable from every other entity already on file with the Secretary of State, and it must end in a corporate designator such as Corporation, Company, Incorporated, Limited, or an abbreviation like Corp., Co., Inc., or Ltd.² Run the name through the Secretary of State’s online entity search before you commit to signage, domain names, or a bank application.

If you’ve chosen a name but aren’t ready to file, reserve it through SOSDirect. A reservation lasts 120 days and can be renewed during the 30-day window before it expires, with no cap on renewals.³ Without a reservation, another filer who beats you to the Secretary of State with the same name forces you to start the naming process over.

Complete the Certificate of Formation

Form 201 is the document that legally creates the corporation. Texas Business Organizations Code Section 3.005 lays out what has to be in it.⁴ You’ll provide:

The entity name with its corporate designator and a statement that you’re forming a for-profit corporation.
The purpose. “Any lawful purpose” is standard and keeps you from having to amend later.
Duration. The form defaults to perpetual; only specify a date if the corporation is meant to expire.
The registered agent’s name and the street address of the registered office.
The number of authorized shares, with par value or a statement that they’re no-par. Raising this ceiling later requires an amendment.
At least one initial director, by full name and address. Directors don’t have to be Texas residents.²
The name and address of each organizer responsible for the filing.⁴

Form 201 also has a supplemental provisions section for optional clauses, such as limitations on director liability. Anything you put there is binding once filed, so think it through before submission.

Appoint a Registered Agent and Office

Every Texas corporation must maintain a registered agent and registered office in the state at all times.⁵ The agent accepts lawsuits and official notices on the corporation’s behalf. It can be an individual Texas resident or a business entity authorized to operate in Texas, and the agent must consent to the appointment in writing.

The registered office has to be a physical Texas street address where documents can be served in person. Under Section 5.201, it cannot be solely a mailbox service or a telephone answering service.⁵ A commercial registered agent’s business address works; a standalone PO box does not.⁶

File With the Secretary of State

Submit the completed Form 201 with the $300 filing fee.¹ You have three ways to send it in:

Online through SOSDirect, which the Secretary of State recommends for the fastest processing. Payment is by credit card or a pre-funded account.⁷
By mail, in duplicate, to the Secretary of State at P.O. Box 13697, Austin, TX 78711-3697.
By fax, with a credit card payment authorization.

Standard processing times for mail and fax can run several weeks depending on the office’s backlog, and the Secretary of State doesn’t publish a guaranteed turnaround for non-expedited filings. Plan backward from any hard launch date.

Expedited Processing

Texas offers three expedited tiers as of October 2025:⁸

Standard expedited at $50 above the filing fee, typically processed within two to three business days. Available for mail and in-person filings.
Next-day at $500 above the filing fee, processed by close of business the next business day. Requires in-person delivery to the Austin office by noon.
Same-day at $750 above the filing fee, processed by close of business that day. Also requires in-person delivery by noon.

Paying for expedited service doesn’t guarantee approval. The Secretary of State still reviews the document for compliance, and errors send it back regardless of tier. Once the filing clears, the state issues a Certificate of Filing stamped with the official seal. That’s your proof the corporation exists.

Get an EIN From the IRS

Your corporation needs a federal Employer Identification Number before it can open a bank account, hire anyone, or file tax returns. The IRS online application is the quickest route and issues the EIN at the end of the session.⁹ The application can’t be saved partway through, and the IRS limits one EIN per responsible party per day, so have your information in front of you before you start. Form SS-4 by mail or fax is the alternative when online isn’t available.¹⁰

The application asks for a responsible party. For a corporation, that’s the principal officer, who must be an individual (not another entity) with direct or indirect control over the corporation’s funds and assets.¹¹ If the responsible party later changes, you have 60 days to notify the IRS using Form 8822-B.

Adopt Bylaws and Hold the Organizational Meeting

The certificate creates the shell. Bylaws make it functional, and the board of directors is required by law to adopt them.¹² Standard bylaws cover meeting procedures, voting thresholds, officer roles, how board vacancies get filled, and how the bylaws themselves can be amended. They have to be consistent with the certificate and with Texas law, but otherwise the board has wide latitude.

Shortly after formation, the initial board should hold an organizational meeting to adopt the bylaws, appoint officers, authorize share issuance, and handle startup items like opening a bank account. Document that meeting and every one that follows in formal minutes. The minute book is how you demonstrate that the corporation operates as a separate entity rather than an alter ego of its owners. Courts examine corporate records when deciding whether to pierce the corporate veil and hold shareholders personally liable.

You’ll also issue shares to the initial owners. Texas permits both paper stock certificates and uncertificated book-entry shares, so physical certificates aren’t required unless your bylaws or certificate call for them. Either way, keep a stock ledger listing each shareholder’s name and the number of shares held.

Decide on C-Corp or S-Corp Treatment

By default, the IRS treats a new corporation as a C-corporation. The entity pays its own income tax, and shareholders pay again when dividends are distributed. Many small corporations elect S-corporation status to avoid that second layer, with income and losses flowing through to shareholders’ personal returns.

S-corp treatment requires IRS Form 2553, filed no later than two months and 15 days after the start of the tax year in which the election should take effect.¹³ For a calendar-year corporation formed on January 1, that cutoff is March 15. Miss it and the election slips to the following year, though the IRS does grant late-election relief in some situations.

S-corp eligibility is narrow. The corporation can have no more than 100 shareholders, all of whom must be U.S. citizens or residents. Shareholders must be individuals, estates, or certain qualifying trusts, which rules out corporate and partnership owners. Only one class of stock is allowed, though differences in voting rights are permitted.¹³ Every shareholder has to sign Form 2553 to consent. If any eligibility requirement later fails, S-corp status is revoked automatically.

Register for Franchise Tax and Mark May 15

Texas has no personal income tax, but it does impose a franchise tax on corporations and most other business entities. This obligation starts immediately after formation. For the 2026 report year, the rate is 0.75% of taxable margin for most corporations and 0.375% for businesses primarily engaged in retail or wholesale trade.¹⁴ Corporations with annualized total revenue at or below $2.65 million owe no tax but still have to file a Public Information Report with the Comptroller.¹⁵

Reports are due May 15 every year. A late report draws a $50 penalty, and continued non-filing can lead the Comptroller to forfeit the corporation’s right to transact business in Texas, which effectively freezes operations until you get current.¹⁶ Put May 15 on the calendar the week you form.

Sales Tax Permit, Local Permits, and a Bank Account

If the corporation will sell taxable goods or services, apply for a Texas sales tax permit from the Comptroller. The state rate is 6.25%, with local jurisdictions often adding more on top.¹⁷

City and county operating permits vary widely by location and industry. Some municipalities require a general business permit; others only regulate specific activities like food service or construction. Check with the city or county where you’ll operate.

Open a dedicated corporate bank account as soon as the EIN and Certificate of Filing are in hand. Commingling personal and corporate funds is one of the fastest ways to undermine the liability protection that incorporating is supposed to provide. Most banks want the Certificate of Filing, EIN confirmation, and either corporate bylaws or a board resolution authorizing the account, and they’ll walk you through the rest of their checklist at account opening.

1
Texas Secretary of State. Business Filings and Trademarks Fee Schedule
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Texas Secretary of State. Certificate of Formation For-Profit Corporation Form 201
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Office of the Texas Secretary of State. Name Filings FAQs
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State of Texas. Texas Code Business Organizations Code 3.005 – Certificate of Formation
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State of Texas. Texas Code Business Organizations Code 5.201 – Registered Agent and Registered Office
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Office of the Texas Secretary of State. Registered Agents – Section: What Is a Registered Office?
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Office of the Texas Secretary of State. Filing Options
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Office of the Texas Secretary of State. Introducing Texas Express Expedited Business Filings
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Internal Revenue Service. Get an Employer Identification Number
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Internal Revenue Service. Instructions for Form SS-4
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Internal Revenue Service. Responsible Parties and Nominees
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State of Texas. Texas Code Business Organizations Code 21.057 – Bylaws
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Internal Revenue Service. Instructions for Form 2553
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Texas Comptroller of Public Accounts. Franchise Tax Rates, Thresholds and Deduction Limits
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Texas Comptroller of Public Accounts. Texas Franchise Tax Report Forms
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Texas Comptroller of Public Accounts. Franchise Tax
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Texas Comptroller of Public Accounts. Sales and Use Tax