To file Texas articles of incorporation, submit a Certificate of Formation (Form 201) to the Texas Secretary of State with a $300 filing fee. Texas uses the term “Certificate of Formation” for what most other states call articles of incorporation, and the document does the same job: once it is accepted, your corporation exists as a separate legal entity that can own property, sign contracts, and shield its shareholders from personal liability for business debts.
Picking a Corporate Name That Will Be Accepted
Your name has to clear two tests before the Secretary of State will file it. First, it must be distinguishable from every active entity name, reserved name, and registered foreign entity name already on record. Differences in punctuation or a swapped word or two usually will not save a filing.1State of Texas. Texas Business Organizations Code 5.053 – Distinguishable Names Required If your preferred name is close to an existing one, you can ask that entity for a notarized consent letter, but consent is not available when the names are essentially identical.
Second, the name must carry a corporate designator so the public can see the entity is incorporated. Acceptable designators are Corporation, Company, Incorporated, or Limited, along with the abbreviations Corp., Co., Inc., or Ltd. Leaving the designator off will get the filing rejected.2Texas Secretary of State. Certificate of Formation For-Profit Corporation Form 201
Before you commit, run a name search through SOSDirect. Each search costs $1 and takes a minute, and catching a conflict now is far cheaper than having your $300 filing returned.3Office of the Texas Secretary of State. SOSDirect – Online Searching and Filing
What the Certificate of Formation Must Include
Form 201 is the state’s template for a for-profit corporation. Fill in every section, sign as organizer, and you have a valid filing.4Office of the Texas Secretary of State. Form 201 – Instructions for Certificate of Formation – For-Profit Corporation
Registered Agent and Registered Office
You must name a registered agent who will accept lawsuits and official notices for the corporation. The agent can be a Texas resident or a business entity authorized to operate in Texas, but the agent must have a physical Texas street address. A P.O. box will not work. That address becomes your registered office of record.5State of Texas. Texas Business Organizations Code 3.005 – Certificate of Formation
Many founders serve as their own registered agent to save money. The trade-off is that the address becomes public and someone must be reliably present during business hours to accept service of process. Commercial registered agent services typically charge between $50 and $300 per year to handle this.
Initial Directors
List the number of initial directors (at least one) with each director’s name and address. These are the people who govern the corporation until the first annual shareholder meeting, when a new board can be elected. The organizer signing the document does not have to be one of the directors.
Authorized Shares
State the total number of shares the corporation can issue and choose one of two treatments: a stated par value per share, or no par value. If you plan on a single class of common stock, that is all you need.2Texas Secretary of State. Certificate of Formation For-Profit Corporation Form 201
If you want multiple classes, the certificate must name each class, give the number of shares in each, state the par value or lack of one, and describe the rights and limitations attached. This is where founders separate voting control from economic interest or create preferred stock with dividend priority.6State of Texas. Texas Business Organizations Code 3.007 – Supplemental Provisions for Certain Corporations Small corporations usually start simple with one class of common stock and amend later if the capital structure needs to grow.
Purpose and Organizer
Nearly every for-profit corporation uses a broad purpose clause such as “any lawful business activity,” which leaves room to change direction without amending the certificate. The organizer, the person filing the document, signs at the end.
How to File and What It Costs
The Secretary of State charges $300 to file a for-profit Certificate of Formation.7Texas Secretary of State. Business Filings and Trademarks Fee Schedule You can submit the document three ways:
- Online through SOSDirect, which accepts credit cards and pre-funded accounts. The state prefers electronic filing and processes it faster.
- By mail to the Secretary of State at P.O. Box 13697, Austin, TX 78711-3697, with a check for $300.
- In person at the James Earl Rudder Office Building in Austin, where staff can flag obvious errors before you leave.
If timing matters, expedited service is available on top of the filing fee: $50 for standard expedited processing, which typically runs two to three business days; $500 for next-day; and $750 for same-day service on documents received by noon. Expedited options apply to online, mail, and hand-delivered filings.8Office of the Texas Secretary of State. Texas Express Expedited Business Filings
What You Get Back
Standard processing times swing with filing volume and are not published, so pay for expedited service if you are working against a deadline.9Office of the Texas Secretary of State. Filing Options When the Secretary of State approves the filing, the corporation is legally active as of the date the document was received, not the date it cleared review.
You receive an acknowledgment letter and a file-stamped copy of the Certificate of Formation. That stamped copy is your proof of corporate existence, and you will need it to open a bank account, apply for licenses, and satisfy anyone who wants to confirm you are a real entity. Keep it with your corporate records.
What to Do Right After the Corporation Is Formed
The filing brings the corporation to life, but a few follow-up steps need to happen before it can really operate.
Get a Federal EIN
Apply for an Employer Identification Number at IRS.gov as soon as your corporation is formed. The application is free, runs about 15 minutes, and issues the EIN on the spot. You cannot open a business bank account, hire employees, or file federal taxes without one. The IRS limits you to one EIN per responsible party per day, and the online session times out after 15 minutes of inactivity, so have your information in front of you before you start.10Internal Revenue Service. Get an Employer Identification Number
Adopt Bylaws and Hold the First Board Meeting
Bylaws are the corporation’s internal rulebook, covering how meetings are called, how directors and officers are elected, what counts as a quorum, and how shares can transfer. They stay private and are never filed with the state, but skipping them leaves your governance undefined and creates real problems if shareholders later disagree. The initial board should adopt bylaws at the first organizational meeting, elect officers, authorize a bank account, and issue stock certificates.
Decide on S-Corporation Status Early
The IRS defaults a new corporation to C-corporation treatment, meaning the corporation pays tax on its profits and shareholders pay tax again on dividends. If you qualify and want to skip that second layer, file IRS Form 2553 to elect S-corporation status. The deadline is no more than two months and 15 days after the tax year begins. For a calendar-year corporation formed on January 7, that puts the deadline at March 21. Miss it and the election waits until the following tax year.11Internal Revenue Service. Instructions for Form 2553
Texas Franchise Tax Starts Right Away
Every Texas corporation owes an annual franchise tax report to the Texas Comptroller, due May 15. Texas has no personal income tax, so this one catches new founders off guard, but the report is required regardless of your federal tax election.12Texas Comptroller. Franchise Tax
Most new corporations owe nothing. For reports due in 2026 and 2027, annualized total revenue of $2,650,000 or less means zero tax, though the report itself still has to be filed. Above that threshold, the standard rate is 0.75% of taxable margin, with reduced rates for qualifying wholesalers and retailers.13Texas Comptroller. 2026 Franchise Tax Instructions
Take the filing seriously even if you owe nothing. The Comptroller must forfeit a corporation’s right to do business in Texas if it falls behind on franchise tax reports. After forfeiture the corporation cannot sue or defend a lawsuit in Texas courts, and each director and officer becomes personally liable for corporate debts. The Comptroller gives at least 45 days’ notice before forfeiture, but cleaning up a lapsed account costs far more than filing on time.14Texas Comptroller. Franchise Tax Account Status
Keeping the Liability Shield Intact
The reason to incorporate in the first place is the wall between the business and your personal assets. That wall is not automatic. A Texas court can pierce the corporate veil and hold shareholders personally liable when the corporation looks like a mere extension of its owners.15Legal Information Institute. Piercing the Corporate Veil
The usual failures are mixing personal and corporate money, not keeping records, and starting the business with too little capital to meet foreseeable obligations. Practically, that means a dedicated corporate bank account, documented board resolutions or meeting minutes for major decisions, current bylaws, and actual issuance of stock to shareholders rather than running the company informally. Texas courts look for actual fraud or alter-ego conduct when deciding whether to pierce, and sloppy recordkeeping is often what pulls the whole defense apart.