Texas Secretary Of State Resources

The Texas Secretary of State provides various resources and services to assist with business incorporation and ongoing compliance. Here are some key resources and tools available through their office:

1. SOSDirect

  • Website: SOSDirect
  • Services: Online business filings, name availability searches, document retrievals, and more.
  • Features:
  • File business formation documents online
  • Search and reserve entity names
  • Access and purchase business records and documents
  • File and retrieve UCC (Uniform Commercial Code) documents

2. Forms and Filing Information

  • Forms: Access to various forms needed for business filings, including the Certificate of Formation, amendments, and more.
  • Link: Forms

3. Business Entity Filings

4. Name Availability

5. Franchise Tax Information

  • Details: Information on the franchise tax requirements and filing deadlines.
  • Link: Franchise Tax

6. Registered Agent Information

7. Annual Reports and Periodic Filings

  • Requirements: Information on annual reporting requirements for businesses.
  • Link: Annual Reports

8. Business and Nonprofit Forms

9. Fee Schedule

  • Details: Current fee schedule for various filings and services.
  • Link: Fee Schedule

10. Contact Information

  • Business and Commercial Section: For assistance with business filings and corporate records.
  • Phone: (512) 463-5555
  • Email: corpinfo@sos.texas.gov
  • Mailing Address:
  Secretary of State
  P.O. Box 13697
  Austin, TX 78711-3697

11. Texas Business Organizations Code

12. Starting a Business in Texas Guide

By utilizing these resources, you can effectively navigate the process of incorporating and maintaining a business in Texas.

Texas Incorporation process Secretary of state

Incorporating a business in Texas involves several steps and requires interaction with the Texas Secretary of State. Below is an outline of the process:

1. Choose a Business Name

  • Availability: Ensure the business name is unique and not already in use. You can check name availability through the Texas Secretary of State’s SOSDirect system.
  • Name Requirements: The name must include a designator like “Corporation,” “Incorporated,” “Company,” or an abbreviation (Corp., Inc., Co.).

2. Designate a Registered Agent

  • Role: The registered agent is responsible for receiving legal documents on behalf of the corporation.
  • Eligibility: This can be an individual Texas resident or a business entity authorized to do business in Texas.

3. File the Certificate of Formation

  • Form: Use Form 201 (Certificate of Formation for a For-Profit Corporation).
  • Details Required:
  • Corporation name
  • Registered agent’s name and address
  • Directors’ names and addresses
  • The purpose of the corporation
  • Duration of the corporation (perpetual or limited)
  • Shares information (number and types of shares)
  • Submission: File online via SOSDirect or mail the completed form to:
  Secretary of State
  P.O. Box 13697
  Austin, TX 78711-3697
  • Fee: As of the last update, the filing fee is $300.

4. Create Corporate Bylaws

  • Purpose: Bylaws outline the internal rules and procedures for managing the corporation.
  • Adoption: Typically adopted by the board of directors at the first organizational meeting.

5. Hold an Organizational Meeting

  • Activities:
  • Adopt bylaws
  • Appoint officers
  • Issue initial shares of stock
  • Complete any other initial corporate formalities

6. Obtain an Employer Identification Number (EIN)

  • Purpose: Required for tax purposes, to open a bank account, and to hire employees.
  • Application: Apply online through the IRS website.

7. Register for Texas State Taxes

  • Comptroller of Public Accounts: Depending on the nature of your business, you may need to register for state taxes.
  • Franchise Tax: Texas corporations are subject to a franchise tax.
  • Sales Tax Permit: If selling goods, you’ll need to obtain a sales tax permit.

8. Comply with Local Requirements

  • Business Licenses: Check with local city and county authorities for any additional permits or licenses needed.

9. Maintain Ongoing Compliance

  • Annual Reports: File an annual report with the Texas Comptroller’s office.
  • Franchise Tax: Ensure timely payment of any due franchise taxes.
  • Meeting Minutes and Records: Keep detailed records of meetings and corporate decisions.

Resources

By following these steps, you can successfully incorporate your business in Texas.

Texas Business Filing Options

Filing Options

The Corporations Section is aware that many transactions in the business and financial world are time sensitive. To better serve the public, this office provides forms for downloading, filings by fax, expedited and preclearance services, online certificate verification, and a range of payment methods.

Payment Methods

  • Check (personal or business)
  • Money order
  • Cash
  • Credit Card (American Express, Discover, MasterCard, or Visa. Credit card payments are subject to an additional statutory convenience fee of 2.7% of amount charged)
  • LegalEase® (A deposit account system administered by Frost Bank)

All checks should be made payable to the Secretary of State. Cash should not be sent in the mail. Checks are returned, cash refunded, credit cards and LegalEase® are not charged when used to pay a filing fee for documents that cannot be filed.

Payment Form for transmitting credit card, LegalEase, or client account payment information. (Word, PDF)

Fax Filing

When documents may be filed with reproduced signatures, the Secretary of State accepts faxed documents for filing. Fax filings for business organization filings should clearly specify whether expedited service is requested.

Fax number for transmitting business organization filings: (512) 463-5709

Expedited Service

Expedited service means that the documents are processed before other documents received the same day and the filing party is notified in writing, by email or by telephone of the filing disposition. Our goal is to provide notification of filing disposition by the close of business the first business day following the day of receipt.

The Corporations Section offers expedited service for

  • business organization documents
  • the issuance of certified copies and certificates relating to those documents

Expedited processing may be requested for documents and orders received by mail, fax, or by personal delivery. Please include a cover letter containing a daytime phone number with a mailed or faxed instrument/order. The cover must specifically request expedited processing.

The Corporations Section expedites the processing of business organization documents for a fee of $25 per document and expedites the processing of certified copies and certificates for a fee of $10 per certified copy or certificate.

Preclearance Services

The Corporations Section will pre-clear a filing instrument upon written request. The fee is $50 per instrument. An instrument submitted for preclearance will not be filed, reviewed for compliance with minimal statutory filing requirements. The instrument will be returned with a written statement that the draft instrument is suitable for filing or with the reasons why the instrument would be rejected if submitted for filing as drafted.

Alternate Return Methods

Evidence of filing is typically returned by regular mail. If you require an alternate return method, such as return of your documents by a shipping company like Federal Express, the Corporations Section will attempt to accommodate your request so long as you include detailed instructions and any and all completed envelopes or other documents that would be necessary to satisfy your request.

In other words, we cannot return your documents by Federal Express unless you include a completed and paid Federal Express return envelope with your submission.

The following shipping companies regularly pick up from the Secretary of State: Federal Express, Lone Star, and UPS.

SOSDirect Provides The Following:

  • The SOS UCC System is compliant with Revised Article 9 (RA9).
  • Electronic filing of UCC documents for as low as $5.00 per document and for electronic filing of business organizations for fees set by statute. Certificates of formation, applications for registrations, name reservations; changes to registered agents/offices and assumed name certificates can be filed online. Dissolutions, terminations and withdrawals for corporations and limited liability companies; cancellation of certificates or registrations of limited partnership; registration of Texas LLPs and withdrawals of foreign LLPs also may be filed electronically. Applications for reinstatement following tax forfeiture and amendments to change the name of business and professional corporations may be filed through SOSDirect. In addition, annual statements, limited partnership and nonprofit corporation reports may be filed using SOSDirect.
  • Turntime for web filings is generally within 2 business days following date of receipt.
  • Enhanced search capabilities for business organizations including searching by entity name, name of person listed as a registered agent, officer or director of a corporation.
  • Expands records available online and includes records filed with the SOS relating to:
    • Corporations
    • Limited Partnerships
    • Limited Liability Companies
    • Assumed Names
    • Trademarks
    • Limited Liability Partnerships
    • Foreign and State Financial Institutions
    • Uniform Unincorporated Nonprofit Associations
    • Probate Code filings by Foreign Corporate Fiduciaries
    • UCC Financing Statements
    • Federal Liens
  • Allow users to order copies and certificates relating to business and UCC records over the Internet.
  • Allow users to view copies (when images are available) of filed documents over the Internet, print copies of those documents on computers in their office, and generate certificates relating to those documents in their office.
  • Bulk Order information pertaining to Business Organizations data files or UCC data files and images is provided in Help/Fees.

For more information about SOSDirect please call or contact the following:

SOSDirect@sos.texas.gov
Corporations: (512) 463-5555 or e-mail SOSDirect@sos.texas.gov
Reports Unit (annual statements and periodic reports): (512) 475-2705 or e-mail ReportsUnit@sos.texas.gov
UCC: (512) 475-2703 or e-mail UCC_Assist@sos.texas.gov
Refunds: Notice regarding refunds

Texas SOS Direct

SOSDirect is available 24/7. There is a $1.00 statutorily authorized fee associated with each search,
which supports the ongoing operations and enhancements of SOSDirect.

Note: Social security numbers, credit card and bank account numbers, access device numbers, and certain other types of information are confidential under the Public Information Act, Chapter 552 of the Texas Government Code. The secretary of state is prohibited by law from releasing this information.  Our office will redact this information from documents filed in our office and made available to the public. An un-redacted copy of the document will be retained for access by secretary of state staff in response to requests from law enforcement or other authorized requestors.  If you have concerns about redaction, do not include confidential information in the collateral description of your UCC filing or include this information in an attachment to an electronic document submitted through SOSDirect.

What constitutes charitable, educational, or literary purposes?

Click Here To File A NonProfit Corporation

Charitable Purposes — Charitable purposes under the Internal Revenue Code
are broadly defined as services that are beneficial to the public interest and may
encompass some of the other specifically enumerated 501(c)(3) purposes (such as
religious or educational). The organization must serve an open class of people and
not limit its activities to specific individuals. For example, a charitable organization
established to provide food to the homeless in the community would be a charitable
organization, but an organization established to provide food to a designated set of
low-income families would not be. The beneficiary class needs to be open and
unspecified, but does not have to be large. An organization established to feed
the hungry in a certain two-block area would qualify as a charitable organization.
Examples of charitable purposes include: relief of the poor, distressed, or
underprivileged; advancement of education or science; erection or maintenance of
public buildings or monuments; lessening the burdens of government; elimination
of prejudice and discrimination; promotion and development of the arts; and
defense of human and civil rights secured by law.
Educational Purposes — Educational purposes under the Internal Revenue Code
include instruction of the public on subjects useful to individuals for the benefit of
the community and for self-development. The Internal Revenue Service (“IRS”) will
generally find that a curriculum is educational if, when presenting particular
viewpoints, the curriculum provides a sufficiently full and fair exposition of
pertinent facts to permit an individual or the public to form an independent
opinion or conclusion. However, mere presentation of unsupported opinion is not
considered educational. Some examples of educational purposes include: publishing
public interest educational materials that do not conflict with the requirements
above; conducting public discussion groups, forums, panels, lectures, or workshops;
offering a correspondence course or one that uses other media such as television or
radio; operating a museum, zoo, planetarium, symphony orchestra, or other
performance groups; serving an educational institution, such as a college bookstore,
alumni association, or athletic organization; and publishing educational newsletters,
pamphlets, books, or other material.

Literary Purposes — Usually nonprofit organizations fall under educational purposes
when they involve publishing written materials. However, some organizations may
want to publish materials that are geared to the benefit of the public interest. As long
as the organization does not target its activities to commercial markets and sells
the publications at a modest price, public interest publishing groups can obtain
tax-exempt status. Some examples include publishing material on environmental
preservation, highway safety, or drug and alcohol abuse information.

What are the benefits and limitations of a tax-exempt, nonprofit corporation?

Click Here To File A NonProfit Corporation

One of the primary benefits of forming a nonprofit corporation is that the
corporation’s members and directors are generally shielded from personal liability
(unless the member or director acts in bad faith, without utilizing ordinary care, and
in a manner the member or director cannot reasonably believe to be in the best
interest of the corporation). See TBOC §22.221. It may also be advantageous for
an organization to incorporate as a nonprofit so that it can be eligible to receive
government or community development loans and grants, which are often reserved
for nonprofit organizations.
To qualify for federal tax-exemption under Section 501(c)(3) of the Internal Revenue
Code, a nonprofit must be organized and operated exclusively for one or more of the
following purposes: religious, charitable, scientific, testing for public safety, literary,
educational, or the prevention of cruelty to children or animals. The nonprofit
cannot be organized for the purpose of financial profit for its members or directors,
although they can be paid a reasonable compensation for their work. Section
501(c)(3) nonprofit organizations are absolutely precluded from engaging in partisan
political campaign activities and their lobbying activities are heavily regulated. Other
types of organizations that receive federal tax-exemption, such as Section 501(c)(4)
organizations (i.e., civic leagues), are beyond of the scope of this publication.

Texas Certificate of Existence / Certificate of Status

Click Here To Order a Certificate of Existence / Certificate of Status in Texas

1.
If you are asked to provide a “certificate of existence” for your corporation, order a certificate of status from the Secretary of State. Section 4.005(d) of the BOC provides that a certificate of status issued by the Secretary of State stating that the Texas entity is in existence is conclusive evidence of the entity’s existence.
3.
An entity that has an active status (i.e., that has not been judicially, voluntarily or involuntarily terminated or forfeited under the Tax Code), but that has an outstanding notice, deficiency, or delinquency will have its “in existence” status clarified by other identifying phrases. The following are phrases that describe an active status:
a.
In existence—an active status. No certificate of termination or notice of tax forfeiture has been issued by the Secretary of State.
b.
Delinquent—an active status indicating that a professional association has failed to submit its annual statement by June 30, and has not yet been involuntarily dissolved/terminated.
c.
Forfeited Rights—an active status indicating that a nonprofit corporation or a limited partnership has failed to submit its Periodic report within 30 days after mailing by the Secretary of State, and has not yet been involuntarily terminated.
d.
RA Notice Sent—an active status indicating that the registered agent of the entity has resigned and a new registered agent has not been designated or that an allegation has been made that the entity is not maintaining a registered agent. Notice of the need to appoint a new registered agent has been mailed by the Secretary of State.
e.
Report Due—an active status indicating that a nonprofit corporation or a limited partnership has been requested to file a periodic report, or a professional association has been requested to file an annual statement. The due date for the report or annual statement has not passed.

Doing Business With The Texas Secretary of State

A. Ministerial Duties
1.
The filing duties of the Secretary of State are ministerial and mandatory. This means that the Secretary of State cannot be enjoined from filing a document that on its face conforms to law.15
2.
The Secretary of State does not regulate the manner in which a corporation does business. The Secretary of State does not determine whether a person signing a document has the capacity claimed or whether the signature affixed to the document is, in fact, the signature of the named person.16 Unless otherwise authorized by law, the Secretary of State has no statutory or administrative authority to revoke a filing because the document contained false statements.17
B. Accessing Information
1.
The Secretary of State’s home page can be located at http://www.sos.state.tx.us. Currently, you will find all administrative rules and all of the business organization forms that have been promulgated by the Office on our web site. FAQs relating to filing issues are at http://www.sos.state.tx.us/corp/generalfaqs.shtml, which is accessible from the side navigation bar on the Corporations Section home page.
2.
Secretary of State records are available from the web through SOSDirect. In accordance with section 405.018 of the Government Code, the Secretary of State has set a fee of $1.00 for searches over SOSDirect. SOSDirect provides subscribers with an electronic self-service business center that permits online access to filing functions and certification or copy orders. In general, SOSDirect is available twenty-four hours a day, Sunday through Saturday. Further information can be obtained from http://www.sos.state.tx.us/corp/sosda/index.shtml.
3.
If you are not comfortable using the SOSDirect electronic resource, requests for information or for preliminary name availability determinations may be made by telephone at (512) 463-5555
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or by e-mail at corpinfo@sos.state.tx.us. Copies or certificate requests may be placed with a person on staff by telephone at (512) 463-5578, by e-mail at corpcert@sos.state.tx.us or by faxing your written request to (512) 463-5709.
4.
The legal staff of the Corporations Section cannot provide you with legal advice. However, if you have questions relating to filing requirements, send an e-mail to corphelp@sos.state.tx.us. Alternatively, the legal staff may be reached by calling (512) 463-5586.

Texas Nonprofit Periodic Reports

1.
I received a notice from the Secretary of State about filing a “periodic report.” What is this report? Is this required annually? The Secretary of State is authorized to require a nonprofit corporation to file a report that provides information regarding the corporation’s registered agent and registered office, and the names and addresses of its current officers and directors. This is an informational report and is required regardless of the corporation’s tax status. The report is not requested on an annual basis; the report may be requested by the Secretary of State not more than once every four (4) years. (Sec. 22.357 BOC)
2.
Why am I receiving notices about filing a periodic report, I am no longer an officer of this corporation? The Secretary of State sends official notices to the current registered agent and registered office address of a corporation on file with this Office. If a periodic report notice was addressed to you, it is because your name and address appear as the corporation’s registered agent and registered office and the corporation has not designated or appointed a new registered agent.
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3.
The report contains pre-printed information that is wrong (outdated), how can I change it? Although you cannot change the entity’s name, file number or jurisdiction of formation, you can change or update the following pre-printed information on the report by simply crossing it out and filling in the correct information:
a.
The registered agent name;
b.
The registered office address; and
c.
The names, addresses, and titles of persons named as officers and directors of the corporation.
If the corporation needs to effect a change to its legal name, it must file a certificate of amendment with the Secretary of State. (SOS form 424)
4.
Can I file a periodic report even if the Secretary of State has not requested one? Yes. Although a nonprofit corporation is not required to notify the Secretary of State of changes to officer/director information each time a change occurs, a nonprofit corporation can file a periodic report even if the Secretary has not asked for one; however, filing a voluntary report does not affect your duty to timely-file a report when one is requested by the Secretary of State.
5.
What happens if I don’t file the periodic report? A nonprofit corporation that fails to file the periodic report within 30 days from the date that the report is sent by the Secretary of State forfeits its right to transact business in Texas. A nonprofit corporation that has forfeited its right to transact business cannot maintain any action, suit, or proceeding in any Texas court; however, the corporation may still defend any action or suit. The forfeiture does not impair the validity of any contract.
The corporation may relieve itself of the forfeiture by simply filing the periodic report within 120 days of the date of mailing of the notice of forfeiture. If the corporation fails to file the report within this 120-day period, the Secretary of State will involuntarily terminate the existence of the Texas nonprofit corporation or revoke the foreign nonprofit corporation’s registration to transact business in Texas, as applicable.
6.
If a nonprofit corporation has been involuntarily terminated or has had its registration revoked for failure to file its periodic report can it be reinstated? Yes. So long as the entity would otherwise continue to exist, the entity can reinstate at any time by filing the required report (SOS form 802) together with the maximum filing fee of $25. However, please note that the Secretary of State must determine whether the corporation’s name is still available before the required periodic report can be filed and the entity reinstated. Consequently, additional filings and fees may need to be submitted together with the periodic report when the name of the corporation is the same as, deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any name reservation or registration on file with the Secretary of State.