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
File a Certificate of Formation (Form 201)
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.
Corporate Name With a Designator
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.
Purpose and Entity Type
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).
Registered Agent and Registered Office
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).
Authorized Shares and Directors
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).
Franchise Tax and Public Information Report
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.
No Minimum Franchise Tax
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.
Corporation Versus LLC
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.