Are you looking to incorporate your business in the state of Texas? SunDoc Filings can help.

The process for incorporation in the state of Texas is quite straightforward; however, you may need some assistance here and there. For this, we have provided an outline of the incorporation process below. Just keep in mind that this article should not be construed as accounting, tax, or legal advice. It is not required that you have a lawyer on your side for incorporation, but talk to a licensed professional if you have questions about your specific situation.

Overview

To create the corporation you file Articles of Incorporation with the Secretary of State. You'll need a company name that's available to use. You'll need to know which of several types of corporation you're choosing, your corporate address, and who's your Registered Agent. Also you'll need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.

In addition to filing in general, you will also need something called an EIN. An EIN is short for a Federal Tax ID Number, and this can be obtained from the IRS. In addition to your EIN, you will need to hold an initial board of directors meeting where you will adopt your corporate bylaws. You will need to know who your directors are (if any) and who your corporate officers will be. Remember that your bylaws will not need to be filed with the state. You will keep those in your own records. In addition, you don't need to list your officers in your articles of incorporation. Those are for your own records.

Incorporating

Within the process of incorporation, you will need to choose the type of corporation you want to create. Most companies go with a General Stock Corporation. This corporation type provides you with the option of choosing the number of shareholders you have (you have an unlimited number with a General Stock Corporation). 

You might also set a limit of the number of shareholders you have in your articles of incorporation. As long as the number does not exceed 35, you'll be choosing a Close Corporation here. Lastly, there’s a Professional Corporation, which is a corporation type mandated by the State of Texas and which is for specific professionals.

The forms supplied by Texas for download meet the minimum requirements of the Texas Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

All types of corporations need to have three officer positions in place, which can be held by the same person. These are: president, secretary, and treasurer. In addition, most of the time, you need to have at least three directors for your Texas corporation. There are some exceptions, however, and these include specific cases where shareholders are less than three and where zero shares have been issued. You'll generally put your number and limit of directors within your bylaws unless these facts are stipulated in your articles.

Remember that at all of your corporation’s meetings, you need to keep minutes. Within your bylaws, you’ll have to add such things as the times and methods of your formal meetings, the powers of directors, and more as well. All of this information needs to be in accordance with the relevant provisions of Texas law. 

If you need to alter or amend your bylaws, you can hold a formal meeting and have a vote of your shareholders and directors. On the other hand, if you want to change your articles of incorporation, you will have to go to the state and file amendments.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Texas Corporate Kit page.

Registered Agent

As a corporation in the state of Texas, it is required that you have what is called a registered agent. This can be an individual, or if you choose, it can even be a company. What your registered agent needs to be able to do is to be available during business hours at a reliable address in the event that the state needs to communicate with them for legal or other reasons. SunDoc is happy to provide this service to assist you with outsourcing your corporation routine if you’re interested.

Need more information on registered agents? Check out this article on the subject: What is a Registered Agent? Why Do I Need One?

Name Search

The name you want for your new company needs to be available according to the Texas Secretary of State. This will be the name that is on your articles of incorporation. Remember that your filing will be rejected if your name has already been taken. You can also not choose names that mislead the public in some way or names that so closely resemble another company's name that it leads to confusion or deception. Other statutory requirements are in place for choosing names as well. 

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run your own name searches in the State of Texas, or SunDoc can conduct name searches or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS.SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. Providing general information between the two corporation tax structures.

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