Texas Articles of Incorporation
In Texas you form a corporation by filing a certificate of formation (Form 201) with the Secretary of State for $300. Texas uses the term certificate of formation, not articles of incorporation. Attorney review available.
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Introduction
Texas is distinctive on two counts: it does not use the term articles of incorporation, and it imposes no minimum franchise tax, so the founding document that creates a Texas corporation as a separate legal entity is a certificate of formation rather than articles of incorporation. A Texas for-profit corporation is formed by filing a Certificate of Formation for a For-Profit Corporation (Form 201) with the Texas Secretary of State. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. Texas law requires the certificate to state the corporation's name and entity type, its purpose, a registered agent and registered office, the aggregate number of shares the corporation is authorized to issue, and information about the initial board of directors (Tex. Bus. Orgs. Code 3.005 and 3.007). The filing fee paid to the Secretary of State is $300. The registered office must be a physical Texas street address, not a post office box, and the corporation cannot act as its own registered agent (Tex. Bus. Orgs. Code 5.201). After the corporation is formed, Texas does not charge a minimum franchise tax: the franchise (margin) tax is collected by the Texas Comptroller, and a corporation at or below the no-tax-due threshold of $2,650,000 in annualized total revenue owes no franchise tax but must still file a franchise tax report and a Public Information Report by May 15 each year. DocDraft builds your Texas certificate of formation from your facts, with attorney review available before you file.
Key Things to Know
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In Texas the founding document that creates a corporation as a separate legal entity is a certificate of formation, not articles of incorporation. A Texas for-profit corporation is formed by filing a Certificate of Formation for a For-Profit Corporation (Form 201).
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You file the certificate of formation with the Texas Secretary of State and pay a $300 filing fee. The Secretary of State is the filing office for forming a Texas corporation, and you can file online through SOSDirect or by mail.
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Texas law requires the certificate to state the corporation's name and entity type, its purpose, the registered agent and registered office, the aggregate number of authorized shares, and the initial directors (Tex. Bus. Orgs. Code 3.005 and 3.007). The name must include a designator such as Corporation, Incorporated, Company, or Limited, or an abbreviation.
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The registered agent named in the certificate must have a physical Texas street address, not a post office box, must consent to serve, and cannot be the corporation itself (Tex. Bus. Orgs. Code 5.201).
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Texas has no minimum franchise tax. The franchise (margin) tax is collected by the Texas Comptroller of Public Accounts, and a corporation at or below the no-tax-due threshold of $2,650,000 in annualized total revenue owes no franchise tax but must still file the required reports.
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Instead of a separate Secretary of State annual report, a Texas corporation files a franchise tax report and a Public Information Report with the Comptroller by May 15 each year, even when no tax is due. Filing on time keeps the corporation in good standing.
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Articles of incorporation form a corporation. To form a Texas limited liability company you file a certificate of formation for an LLC (Form 205) instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Texas, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Texas Requirements for Articles of Incorporation
A Texas for-profit corporation is formed by filing a Certificate of Formation for a For-Profit Corporation (Form 201) with the Texas Secretary of State. Texas uses the term certificate of formation, not articles of incorporation. The filing fee is $300 and you can file online through SOSDirect or by mail.
The corporation name in the certificate must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other names on file with the Texas Secretary of State.
The certificate must state that a for-profit corporation is being formed and its purpose, which may be any lawful purpose for which a for-profit corporation may be organized under the Texas Business Organizations Code (Tex. Bus. Orgs. Code 3.005).
The certificate must name a registered agent and a registered office with a physical Texas street address, not a post office box. The agent must consent to serve and the corporation cannot be its own registered agent (Tex. Bus. Orgs. Code 5.201).
The certificate must state the aggregate number of shares the corporation is authorized to issue and the par value or no-par status, plus the number and names of the initial directors. If more than one class is authorized, state the designation and number of each class (Tex. Bus. Orgs. Code 3.007).
A Texas corporation files a franchise tax report and a Public Information Report with the Texas Comptroller by May 15 each year, even when no tax is due. The Public Information Report updates the state on officers, directors, and the registered agent.
Texas has no minimum franchise tax. A corporation with annualized total revenue at or below the no-tax-due threshold of $2,650,000 owes no franchise tax, but it must still file the franchise tax report and Public Information Report to stay in good standing.
A certificate of formation for a corporation forms a corporation. To form a Texas limited liability company you file a certificate of formation for an LLC (Form 205) instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Texas, the document that creates a corporation is called a certificate of formation, which is the Texas name for what many states call articles of incorporation. You file it with the Texas Secretary of State to create the corporation as a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. A for-profit corporation is formed by filing a Certificate of Formation for a For-Profit Corporation (Form 201), which states the corporation's name, purpose, registered agent, authorized shares, and initial directors (Tex. Bus. Orgs. Code 3.005 and 3.007).
In Texas both entities are formed by a certificate of formation, but they are different documents. A for-profit corporation files a certificate of formation (Form 201), has shareholders, directors, and shares of stock. A limited liability company files a certificate of formation for an LLC (Form 205), has members instead of shareholders, and issues no stock. Many states call the corporate document articles of incorporation and the LLC document articles of organization; Texas uses certificate of formation for both. Choose the form that matches the entity you want.
In Texas you file a certificate of formation (Form 201 for a for-profit corporation) with the Texas Secretary of State, and the filing fee is $300. You can file online through the SOSDirect system or by mail. Once the Secretary of State accepts and files the certificate of formation, the corporation legally exists in Texas. Texas uses the term certificate of formation rather than articles of incorporation.
A Texas certificate of formation for a for-profit corporation must state the corporation's name and that it is a for-profit corporation, its purpose, the street address of the registered office and the name of the registered agent at that office, the aggregate number of shares the corporation is authorized to issue, and the number and names of the initial directors (Tex. Bus. Orgs. Code 3.005 and 3.007). If more than one class of shares is authorized, the certificate must state the designation, number, and par value of each class. The organizer signs the certificate.
The registered agent named in a Texas certificate of formation must have a physical street address in Texas, not a post office box, and must consent to accept legal papers for the corporation. The agent can be an individual who is a resident of Texas or an organization, other than the corporation itself, that is authorized to do business in Texas (Tex. Bus. Orgs. Code 5.201). A Texas corporation cannot serve as its own registered agent, and it must continuously maintain a registered agent and registered office in the state.
Texas has no minimum franchise tax. Texas imposes a franchise (margin) tax collected by the Texas Comptroller of Public Accounts, but a corporation with annualized total revenue at or below the no-tax-due threshold of $2,650,000 owes no franchise tax. Even when no tax is due, the corporation must still file a franchise tax report and a Public Information Report by May 15 each year. This is different from states that charge a flat minimum franchise tax.
A Texas corporation does not file a separate annual report with the Secretary of State. Instead, it files a franchise tax report and a Public Information Report with the Texas Comptroller of Public Accounts by May 15 each year, even if it owes no franchise tax. The Public Information Report updates the state on the corporation's officers, directors, and registered agent. Filing on time keeps the corporation in good standing and avoids forfeiture of its right to transact business.
In Texas, the certificate of formation is the short public document you file with the Secretary of State to create the corporation, the equivalent of articles of incorporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Texas certificate of formation to exist as a corporation and the bylaws to govern it day to day.