Texas Certificate of Formation

How to File a Certificate of Formation in Texas

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Have you been dreaming about starting your own incorporated business in Texas? One of the essential steps you’ll need to take is completing your Certificate of Formation and filing it with the Texas Business Organizations Code.

How to Complete a Certificate of Formation

Texas’s SoSDirect online portal receives all digital submissions, but the state also allows someone to file by mail, hand-delivery, or fax.

Remember all information will be part of the public domain after you file your Certificate of Formation.

Domestic For-Profit Corporations

Article 1: Entity Name

  • Enter your corporation’s name with its organizational identifier, which must be one of the following or their abbreviation: Corporation (Corp.); Incorporated (Inc.); Company (Co.); or Limited (Ltd.) Your name must be unique and not in use by any other business in the state. After you do a search of the Texas Secretary of State (SOS) website to make sure the name you want is available, you have the option to use ZenBusiness’s Name Reservation Service to reserve your corporate name so no one else takes it while you’re getting your paperwork in order.

Article 2: Registered Agent and Registered Office

  • Enter the organization or individual name of your registered agent. Agents must do business or reside in Texas and be available during standard business hours. Individuals must provide written consent.

Article 3: Directors

  • Enter the first name, middle initial, and last name of at least one director, along with their mailing address. Enter suffixes such as Sr. or Jr.
  • Note: Documents filed with the state are public records, subject to public access and disclosure. Corporate addresses for directors are acceptable.

Article 4: Authorized Shares

  • Enter the total number of shares authorized to issue by class, if applicable.
  • Enter the par value per share or state that there’s no par value. The value cannot be $0.

Article 5: Purpose

  • A statement confirming that the corporation agrees to lawfully do business in Texas, per state statutes.

Supplemental Provisions and Information

  • Provide additional details about the form or corporation.

Duration

  • A Texas corporation’s registration never expires, per Code 3.003.
  • Use the Supplemental Provisions section if you want to set a registration expiration date.

Organizer

  • Enter the name and mailing address of the corporation’s organizer.

Effectiveness of Filing

  • The effective registration date can be your filing date or delayed for 90 days after the filing date.

Execution

  • Finalize form with name, signature, and date.
  • Print form to submit.

Payment and Delivery Instructions

The registration fee can be paid by:

  • Personal check or money order: This must be from a US financial institution, made payable to the Texas Secretary of State.
  • LegalEase: This allows secure debit card payments to the state.
  • Credit cards: American Express, Discover, MasterCard, and Visa are accepted and subject to a 2.7% convenience fee.

Available options to submit your form:

  • Online
  • By mail
  • In-person
  • Fax

Non-electronic forms are typically processed five to seven business days after receipt. Expedited processing is available for an additional fee.

After you file, you’ll want to make sure you stay in good standing with the state. Use our Worry Free Compliance service to put your mind at ease and focus on what’s important. We’ll send you reminders about important compliance dates.

Foreign For-Profit Corporations

Item 1: Entity Name

  • Enter foreign entity’s legal name from their corporation formation document.

Item 2: Assumed Name

  • Item 2A: enter the entity’s name from Item 1 and the organizational identifier like inc., incorporated, corp., or corporation.
  • Item 2B: if Item 2A isn’t available, enter an assumed name for doing business in Texas. Chapter 71 requires you to file an assumed name certificate.

Item 3: Federal Employer Identification Number (EIN)

  • Enter the nine-digit EIN provided by the IRS.
  • Check the box if you don’t have an EIN.

Item 4: Jurisdictional Information

  • Enter state or country where the corporate entity was formed, with formation date (mm/dd/yyyy).

Item 5: Certification of Existence

  • Statement confirming the foreign entity is lawfully doing business in its current jurisdiction. This is often referred to as a Certificate of Good Standing.

Item 6: Statement of Purpose

  • List the corporation’s purpose.
  • Statement confirming the foreign entity is authorized to do business in Texas under its existing corporate formation.

Item 7: Beginning Date of Business

  • Enter the date the foreign entity will start doing business in Texas.

Item 8: Principal Office Address

  • Enter the physical or mailing address of the principal office.

Item 9: Registered Agent and Registered Office

  • Enter the organization or individual name of your registered agent. Agents must do business or reside in Texas. Individuals must provide written consent.

Item 10: Appointment of Secretary of State

  • A foreign corporation must appoint the Texas Secretary of State to receive notices from the state government and other legal correspondence.

Item 11: Governing Persons

  • Enter the full name of at least one director, including the mailing address with the country. Enter suffixes such as Sr. or Jr.
  • Documents filed with the state are public records, subject to public access and disclosure. Corporate addresses for directors are acceptable.

Supplemental Provisions and Information

  • Provide additional details about the form or corporation.

Effective Registration Date

  • The effective registration date can range from your filing date to 90 days afterward.

Execution

  • Finalize form with name, signature, and date.
  • Submit form

Conclusion

Are you feeling a bit overwhelmed? Our ZenBusiness business formation plans can provide stress-free ways to launch your corporation, including completing your Certificate of Formation.

Texas Certificate of Formation FAQs

  • What does it cost to incorporate in Texas?

    Check the Texas Secretary of State website to see what the most current information is on fees and methods of payment available.

  • How long does the incorporation process take in Texas?

    Online submissions can be processed within 48 hours of receipt. Other submissions normally process five to seven business days after receipt.

  • Who processes the Texas Certificate of Formation?

    The Texas Secretary of State processes Certificates of Formation.

  • What Texas statute governs the Texas Certificate of Formation?

    The Texas Business Organizations Code governs the Texas Certificate of Formation process.

  • Do I need an attorney to file the Texas Certificate of Formation?

    It’s advisable to consult a legal or tax professional for specific requirements related to your business. However, it’s not a requirement.

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