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.