After I file My New Business Whats Next?

  1. Do I have to file an annual report with the secretary of state?
  2. Where can I get a corporate seal, stock certificates, and a minute book?
  3. Now that I’ve formed my corporation, does the secretary of state issue my federal employer identification number (EIN or FEIN)?
  4. How much franchise tax must an entity pay?
  5. Can I file my entity’s bylaws, company agreement or other internal governing documents with the secretary of state?
  6. Why didn’t I receive a file-stamped copy of my certificate of formation?
  7. I’m ready to issue shares in my corporation or ownership interests in my limited liability company or limited partnership. Do I need to file something with secretary of state? Do I need to register the shares or ownership interests as securities?

  1. Do I have to file an annual report with the secretary of state?

    For-profit and professional corporations and LLCs (whether Texas or foreign) do not file annual reports with the secretary of state; however, for-profit and professional corporations and LLCs are subject to state franchise taxes and must file annual franchise tax reports. As part of the report, they file a Public Information Report (PIR) that lists the names of officers and directors at the time the report is filed.

    Nonprofit corporations and limited partnerships are required to file a periodic report with the secretary of state upon receiving notice, but not more than once every four years.  When it is time for your nonprofit corporation or limited partnership to file its report, the secretary of state will send a report notice to the registered agent office address on file.

    Texas professional associations are required to file an annual statement before June 30th of each year regardless of their date of formation.  The annual statement includes a statement regarding licensure and provides the names and addresses of the association’s members, officers, directors, and its registered agent and registered office in Texas.

  2. Where can I get a corporate seal, stock certificates, and a minute book?

    Texas law does not require a business to have a seal; therefore the secretary of state does not have information or regulations on how to design a seal or where to obtain one. Seals, stock certificates, and minute books can be purchased from book stores, office supply stores, or corporate service companies.

  3. Now that I’ve formed my corporation, does the secretary of state issue my federal employer identification number (EIN or FEIN)?

    No. The secretary of state does not issue employer identification numbers. For information on EINs, contact the Internal Revenue Service.

  4. How much franchise tax must an entity pay?

    For information on franchise taxes, contact the Texas Comptroller of Public Accounts at (800) 252-5555, (800) 252-1381, or by e-mail.

  5. Can I file my entity’s bylaws, company agreement or other internal governing documents with the secretary of state?

    No. A business entity keeps its internal governing documents at its principal office. No statute permits the filing of these documents with the secretary of state; therefore, the secretary of state cannot accept them for filing.

  6. Why didn’t I receive a file-stamped copy of my certificate of formation?

    In order to receive a file-stamped copy of a filing instrument, you must submit a duplicate copy of the filing instrument. The secretary of state does not reject filing instruments that are not accompanied by a duplicate copy if the filing instrument otherwise conforms to the statutory requirements. In addition, the secretary of state is not required to attach a file-stamped copy of an instrument when no duplicate copy has been provided

  7. I’m ready to issue shares in my corporation or ownership interests in my limited liability company or limited partnership. Do I need to file something with secretary of state? Do I need to register the shares or ownership interests as securities?

    You do not have to file a document with the secretary of state when selling or issuing shares or ownership interests in your entity. The offer for sale or sale of shares or ownership interests is regulated under state and federal securities laws. For information on whether a filing is required under Texas or federal securities laws, contact the Texas State Securities Board and the Securities and Exchange Commission.