Are you looking to form a corporation in Texas, but you’re not familiar with the formation process? There are quite a few important steps you’ll need to take to create your Texas corporation and maintain it, so this guide will outline the rules and regulations involved with this process.
To get started, please reference our 11-step guide below or hire a professional business incorporation service.
Guru Tip: To see how some of the top online incorporation services stack up, here are two of our most popular comparisons.
1) Choose a Name
One of the most important aspects of the incorporation process is naming your business. There are three major elements to consider when choosing a name:
Legalities
When naming a corporation in the state of Texas, you will need to include one of the following words or abbreviations: incorporated, corporation, limited, company, Inc., Corp., Ltd., or Co. Your corporation’s name also cannot include any words or abbreviations that indicate other business types, like the phrase “limited liability company” or the initials “LLC.” You also are not allowed to include words that refer to certain types of businesses (like “bank” or “law office”) unless your business fits those descriptions.
Explanatory Naming
In addition to the legal considerations, you might want to identify your line of business or your mission in your company name. For example, you can display any closely held values in your name, like using the word “green” for environmentally friendly businesses.
A Name You’re Proud of
Keep in mind that this is your business, so you should choose a name that you’re proud of, and that you enjoy sharing with potential customers. You should also make sure it sounds good when spoken aloud, and also looks good when written down.
Check whether your preferred name is available: Visit the Accessing Information page on the Texas Secretary of State site for business name availability search options to check whether it is already in use. If it’s not unique enough, you may need to tweak it or come up with a new name altogether.
Reserve Your Name
The formation process can take some time so it can be a good idea to go ahead and reserve your corporation’s name. You can reserve your name with the Texas Secretary of State by filling out the Application for Reservation of Corporation Name. You will need to send a check or money order for $40 alongside the form to the following address: Secretary of State P.O. Box 13697 Austin, TX 78711. Once you successfully reserve your name you will have 120 days until your reservation expires.
If you’d like a closer look at how this process works, see our walkthrough guide.
Get Your Company URL
Even if you are not planning on building your website at this moment, it is a good idea to go ahead and register your URL. If you wait for the formation to be complete someone else could take it in the meantime.
GoDaddy can help you search for an available URL and build a website when you’re ready to launch online.
2) Select a Registered Agent
Texas corporations must designate a person or business to receive legal notices on behalf of the company. This important point of contact is known as the registered agent. You will be required to list the registered agent’s name and address when filing the Certificate of Formation in step three.
Who can be my Registered Agent?
A registered agent must have a physical address within the state of Texas where mail and legal notices can be served during regular business hours. You can hire a service to act as your Registered Agent, serve as your own registered agent, or even use an accountant or other business professional’s address – with their consent, of course.
The Texas Secretary of State says that,
The Texas Business Organizations Code (“BOC”) requires every domestic or foreign filing entity to maintain a registered agent and office in Texas… An entity’s registered agent is an agent of the entity on whom may be served any process, notice, or demand required or permitted by law to be served on the entity. Section 5.201(b) of the BOC requires that registered agents designated on or after January 1, 2010 must have consented to serve in that capacity in a written or electronic form developed by the Office of the Secretary of State.”
Our Recommendation: We recommend hiring a professional service to act as your registered agent. Doing so will help eliminate junk mail and more importantly, keep your personal and/or business address off the public record.
Guru Tip: You can get a free registered agent service when hiring a service like ZenBusiness or Incfile to incorporate online. Check out their reviews and how it works below.
3) Complete Your Certificate Of Formation
This is THE document that formally registers your corporation with the state of Texas.
You can file online, or fill out the PDF and send it in via mail.
Keep in mind that you are acting as the incorporator when you fill out and submit the Certificate of Formation. You should sign as the incorporator before submitting the document.
| Cost to File | $300 |
|---|---|
| Time to Complete Filing | 5-7 business days (visit business filing tracker) |
| Agency | Texas Secretary of State |
| Mailing Address | P.O. Box 13697 Austin, Texas 78711-3697 |
| Agency contact info for filing questions | (512) 463-5555 |
4) Establish a Corporate Record
Corporations are required under Texas law to document and keep a permanent record of all important company decisions. Some things that are required to be kept in the corporate record include:
- Minutes of shareholder and directors meetings
- A list of both current and past shareholders
- Stock transfer ledger
- Books and records of accounts
The official corporate record may be kept at the corporation’s principal place of business, or stored in a safe location elsewhere. You should take the opportunity to set up a secure digital or physical location for storing company records as soon as possible.
5) Designate a Board of Directors
The incorporator is responsible for selecting the initial director(s) of the corporation.
Unless initial directors were specified in the Certificate of Formation, the incorporator should record initial director appointments in a signed document and file it to the corporate record. This document is known as the “incorporator’s statement.” A sample incorporators statement can be found here.
The initial directors (a minimum of one initial directors is required in Texas) will serve until new directors are elected at an annual shareholder meeting, or as otherwise indicated in the bylaws. The incorporator may serve as an initial director.
6) Create Corporate Bylaws
Corporate bylaws set out the rules and procedures for how the corporation will operate. Some important topics typically covered in the bylaws include:
- How shareholders will conduct votes
- The total number of directors and how each director will be elected
- How often the board of directors will meet
- The types of officer roles that will be appointed
- Procedures for resolving internal disputes
Bylaws are not legally required in Texas, but they are strongly recommended.
Bylaws help your business run smoothly, and are sometimes required by financial institutions for opening business bank accounts or acquiring loans.
Either the incorporator or the initial directors may prepare the company bylaws. The bylaws should be recorded in an internal company document, signed by the incorporator or a director, and filed to the corporate record. The bylaws are not filed with the state of Texas.
If you’d like a solid framework for creating corporate bylaws, there are plenty of services and free templates available online.
7) Hold First Board Meeting
After designating a board of directors and preparing bylaws, every corporation is legally required to call for an initial board meeting and to have an annual board meeting going forward. The incorporator often arranges and attends this first meeting. During the first board meeting, the initial directors should plan to cover the following topics:
- Review and approve corporate bylaws
- Designate officers to manage day-to-day business affairs
- Choose a bank
- Approve issuance of stock certificates
- Determine whether the company should elect to be taxed as a C corporation or S corporation (see step Nine for more details)
Recording Meeting Minutes: a detailed record of all key discussions and decisions during the board meeting should be prepared and distributed to all board members for their review and approval. This record is known as the “minutes”. A copy of the minutes should be sent to each director for review and filed in the company record.
8) Handle Tax Obligations
Federal Requirements
You’ll need a federal tax ID number (EIN) to operate a corporation in Texas. You can obtain your EIN from the IRS for free, and it’s a fairly painless and simple process. An EIN is required for your corporation to hire employees, file corporate taxes, open business bank accounts, and more.
A major decision for any corporation is determining whether to be taxed as a C corporation or an S corporation. Take a look at how these two formats differ:
- C Corp: The majority of corporations are C corporations, as they are subject to far fewer restrictions than S corps. With a C corp, profits are taxed at the corporate level, and again on the personal tax returns of the shareholders, resulting in what’s commonly referred to as double taxation.
- S Corp: This is only an option if your corporation has fewer than 100 shareholders, only issues one class of stock, is not owned by another business entity, and does not have any foreign shareholders. If your corporation meets these requirements, you can select the S corp’s pass-through taxation which eliminates the double taxation issue of C corps. S corp dividends are not taxable.
State Requirements
Texas businesses are not subject to a corporate income tax. Texas also does not have a state income tax, which means business income that passes through to business owners will not be taxed on a personal tax return. However, corporations are subject to a state franchise tax: the rate at which corporations are taxed depends on their level of income. There is no required minimum amount on this tax. Additionally, if you corporation earns below a certain amount, you will not owe franchise tax.
In addition to the franchise tax, there are other tax requirements your business may need to pay, such as cement production tax, coin-operated machines tax, mixed beverage tax, and more. Look over this list of these various taxes. An online tax registration application is available for businesses in Texas that sell or lease tangible personal property or sell taxable services.
Local Requirements
In addition to the aforementioned taxes, you may also need to pay city or county taxes. You will need to check with your local governments to ask about any requirements. You can access business information for the six largest cities in Texas at these links:
9) Obtain Business Licenses and Permits
You may need to obtain a license or permit, depending on your industry. Reference our guide for any required permits or licenses. It includes general permit requirements, business specific permits, permits listed by business, and a listing of state agencies administering professional licenses.
The Texas city and/or county in which you operate your business may have local license and permit requirements for your industry, in addition to any state-level requirements. Check with them to ask about any additional requirements.
10) Acquire Insurance
If your Texas business will have employees, you will likely need to contribute to the state’s unemployment compensation fund by paying unemployment taxes. This fund insures your employees in the event that they become unemployed by no fault of their own. There are only a few exceptions to this requirement.
According to the Texas Workforce Commission, a liable employer is “an employing unit that pays $1,500 or more in total gross wages in a calendar quarter, or has at least one employee during twenty different weeks in a calendar year regardless of the wages.” Additionally, “the employee does not have to be the same person for twenty weeks [and] it is not relevant if the employee is full time or part time.” You can establish an unemployment tax account by registering with the Texas Workforce Commission.
Workers’ compensation insurance for employees in Texas is optional, unlike most states. However, if you choose not to provide coverage for your employees, you must report this decision to the state (employers without workers’ compensation insurance are called non-subscribers). According to the Texas Department of Insurance, “Texas doesn’t require most private employers to have workers’ compensation insurance.
However, private employers who contract with governmental entities must provide workers’ compensation coverage for the employees working on the project. Some contractors may require their subcontractors and independent contractors to have workers’ compensation insurance.” You can learn more about workers’ compensation insurance in Texas at the Department of Insurance website.
In addition, you should also pursue general liability insurance and other more industry-specific types of insurance, but these are not legally required.
11) Open a Business Bank Account
To operate a corporation and receive the limited liability protection that comes with it, you have to keep your personal assets entirely separate from your business assets. Due to this requirement, it’s strongly advised that you acquire a business bank account for your corporation.
Failure to successfully keep your personal and business affairs separate could result in a court piercing the corporate veil and you being personally responsible for your corporation’s liabilities. If you need help finding the best business bank account check out our recommendations.
Get Help Forming a Corporation
The process of incorporating in any state can be a lengthy one. If you run into any trouble along the way, remember that there are plenty of organizations that can help you navigate the incorporation process.
Online Incorporation Services
If you would like to hire an affordable business incorporation service to create your corporation for you, services like ZenBusiness and Incfile can help you out. These service providers can handle most of the formation process, while still charging much lower rates than a business attorney’s fees.
There isn’t the same level of personalization that a lawyer can provide, but incorporation services can still be a tremendous help. The only major issue with these service providers is the fact that they can’t provide any actual legal advice, so you need to know what you want ahead of time.
Texas Business Attorney
There are some situations where hiring a business lawyer is a preferable route to using an online incorporation service. The corporation as a business structure can be highly complicated, and if you want to have the peace of mind that every single step was taken care of by a true expert, hiring a business attorney to form your Texas corporation is the way to go.
If you would like to pursue this route, there are some convenient services that can help you choose the right lawyer for your business. We like to use Avvo, which has extensive reviews and ratings for hundreds of Texas business lawyers, which can make it much easier to select an attorney who has your best interests in mind, and also has the expertise to get the job done right.