How To Incorporate In Texas

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1. Choose a Name for Your Texas Corporation

Check on Available Names in Texas: In your preparations to incorporate your small business in Texas, remember that you need to choose a unique name for your corporation. You will need to search online records and other records to make sure that the name that you plan to use for your corporation is not in use by another registered corporation.

Reserve a Corporate Name: You do not need a corporate name reservation to incorporate your small business in Texas, but if you would like to reserve a particular name for your corporation you can submit a name reservation application to the office of the Texas Secretary of State. The name reservation application form can be downloaded online at Reserve a Texas Corporation Name. The name that you submit on your name reservation application will be reserved for a period of 120 days. The filing fee for a name reservation application is $40.00.

Filing Trademarks and Doing a Corporate Name Search: The corporate name that you use to incorporate your small business may be available in Texas, but that does not mean that the name is not in use by a corporation in another state. There could be some restrictions on your use of the corporate name that you have chosen. It is a good idea to consult an attorney so that you can learn what these restrictions may be and how you can take steps to trademark the name of your corporation.

Texas Corporate Name Requirements: When you choose a corporate name, keep in mind that in Texas corporate names must include the word “corporation,” “incorporated,” “limited,” “company,” or an abbreviation of one of these words.

2. Find a Registered Agent in Texas

You will need to choose a registered agent in order to incorporate your small business. Your registered agent will act as an agent for service of process and will receive legal and tax documents for your corporation. You may choose to indicate an adult resident of Texas or a corporation in Texas as your registered agent, or you may want to indicate one of the corporate services companies that provide registered agent services to corporations as your registered agent.

3. File Certificate of Formation with the Texas Secretary of State

Minimum Requirements: When you are ready to file to incorporate, you can submit a Certificate of Formation to the Secretary of State. You can find a form for this document online at File a Texas Corporation. The Certificate of Formation of your corporation must include the name and purpose of your corporation, the name and address of your registered agent, the number of shares authorized by your corporation, and the name and address of the directors and the organizer. The organizer must sign the Certificate of Formation before you submit the document to the Secretary of State.

Other Texas Legal Provisions: When you are preparing to submit a Certificate of Formation for your corporation, you should think about including other legal provisions in addition to the minimum requirements. An attorney will be able to assist you in determining which additional legal provisions are the most important and beneficial for your corporation.

Where to Submit Form: You can submit the signed Certificate of Formation document to the office of the Secretary of State, P.O. Box 13697, Austin, TX 78711-3697.

Filing Fee: The filing fee for Articles of Incorporation in Texas is $300.00.

4. Create Other Texas Incorporation Documents (Corporate Kits)

After you have filed a Certificate of Formation with the Secretary of State, there are other actions that you can prepare to take. You can appoint officers and directors, adopt corporation bylaws, issue stock certificates, obtain a tax ID number, and acquire the appropriate business license. You can also create other types of corporate documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that describe what happens if an owner decides to leave the company. These types of corporate documents can prove to be especially valuable for corporations that have multiple owners. It is best to consult an attorney or a professional corporate service company when you are drafting these important documents so that you can be sure that you are in compliance with all legal requirements.  

5. Qualify Your Texas Corporation to Do Business in Other States

Once you incorporate your small business, you will need to qualify your corporation before you can do business in other states.  If the main office of your corporation is located outside of Texas, your corporation will need to qualify to do business in the state where the main office is located. Most states will require that you pay taxes in your home state. For helpful information on how to qualify your corporation to do business in other states, go to Doing Business in other states.

6. Make Annual Filings and Pay Annual Fees and Taxes in Texas

After your corporation is registered in the state of Texas, there may be some periodic filings that you need to make with the Secretary of State. You should contact the office of the Secretary of State if you have any questions about what filings you may need to make for your corporation. 

All domestic corporations that are registered in Texas must file state income taxes. You must file a corporate franchise tax form each year and pay the required taxes. There is information about the franchise tax in Texas available online at the official website of the Texas Comptroller: Texas Corporation Tax. It is best to hire a professional accountant to help you with the preparation of your tax documents so that you can be sure to avoid mistakes that could end up costing you extra taxes.

It can be complicated to incorporate a small business, especially if the corporation will have multiple owners. It is best to consult an attorney and an accountant during the incorporation process so that you can be confident that the paperwork for your corporation is being prepared correctly.

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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.


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