Form a Corporation

Incorporate in Texas

The process of forming a corporation can sometimes seem more daunting than running an independent business in the state. Even after business friendly laws, it is not unusual for people to face puzzling situations during the process. But, don’t give up yet.

We have broken down the whole process of incorporation into three simple parts for you. We did not only list the documents required for the incorporation of a company but also made efforts to explain each of the involved procedures in a simple and easy to comprehend language. Keep reading to find out more.

Preparing for the legal formalities

Before you enter the legal procedure of formalizing your organization, it is important to sort a few things out in advance to facilitate a trouble-free Texas business registration and incorporation.

Choosing an appropriate name:

The name that you choose for the organization must follow a set of rules to avoid any rejection at the hands of the Texas Secretary of State. Legal guidelines have been meticulously put forth on the state’s official website. However, here is a simpler and more precise wording of the rules for registering a business name in Texas:

  • Unique name: Your business cannot share the legal name with any existing legal entity or a name that is reserved. This is to prevent unfair trade practices and protect copyrights. There is a multitude of ways to determine if the name you have come up with for your future incorporated business is available. You can either write an email query or raise a query by calling the Secretary of State’s office. However, even a simple internet search would provide you with an answer to name availability.
  • Include entity type: If you intend to register LLC in Texas, your name must include any phrase or abbreviation that hints that you are a limited liability corporation. For example: Ltd, LLC, limited. The same is the rule for other business structures. Otherwise, you would not get your certificate of incorporation.
  • Must not be unscrupulous or misleading: The name should not mislead the general public by indirectly showing affiliation with the government.
  • Assumed name: If you want to get rid of the entity tag in your legal name or you want to operate under a better version of the name, you can easily do so by filling out a certificate to operate under a different name and paying $25 to the SOS. However, your legal name would remain the same. Companies that sell multiple services or products often opt to choose distinct names for each of their products or services.

Choose who will be your Registered Agent in Texas

The state mandates it for any business entity to appoint a registered agent. In the absence of one, your application would be rejected immediately. This could be anyone who lives in Texas, but not your own corporation.

However, it is always wise to appoint the best incorporation services to hire one for you. This way, you would be able to avail of several additional services that an incorporation company offers. For instance, a business address to save your privacy, a business telephone, and an email forwarding service. You not only save yourself from getting spammed with unsought mail, but also from legal troubles. They also make the process of forming a corporation easier by providing expert guidance and consultation on filing forms. In fact, most of them do the heavy paperwork for you.

Forming Bylaws

Bylaws are rules that your organization must abide by while operating. These include information on share distribution, the overall management of the company, the perks or facilities your employees must get, etc. This also includes details of ownership. Every Texas Corporation must have these documented at the very first meeting of its directors and shareholders for the complete formation and incorporation of a company.

The Legal Procedures

The certificate of formation or incorporation is what makes your company official. However, filing it is not a simple process. Below are guidelines to successfully securing it.

Certificate of Formation

For the incorporation certificate, apply online. It is easier and more time-saving this way. The form is submitted, signed and dated by an organizer (different from the registered agent). They also carry out the preparation work.

The form requires you to fill out several details. Here is an overview of the main sections:

  • The name:
    Fill in whatever name you have decided for the business while adhering to the state guidelines. Beware of spelling errors. A name change will cost you money. Also, make sure you choose your entity type after doing all the background research.
  • The registered agent in Texas:
    You must not only fill in the agent’s name but also their physical address. The physical address should be where the agent sits for designated business hours. Naturally, this cannot be a Post Office Box address.
  • Information of directors:
    This is not for those who want to register LLC in Texas. Directors are people who operate a business while representing its shareholders. The names and their addresses are enough.
  • Stocks and shares:
    Each and every corporation has business shares, which may or may not have a hierarchy. The shares also determine the extent of power of a shareholder, including voting rights and the value of their votes. The initial number of shares and the minimum purchase or selling value should be defined in this part of the form.
  • Organizer details:
    The organizer’s address must be included, alongside their name.

Wait for approval

The certification of formation is issued on any date within 90 days of reaching the TX Secretary of State. If you have given a special date on which you want the certificate to take in effect, you can include that while filing. However, it must be within a 90 days framework else your form is not processed.

Post Formation

After becoming an incorporated business, you must follow a due legal process to remain a corporation and avoid legal trouble. These are:-

Your first meeting

A corporation is required to hold its first meeting as soon as possible. The meeting determines the roles and powers of the shareholders, including their voting rights. The board of directors should also be a part of the meeting. The whole company’s management is set during the meeting. The state also mandates that the meeting’s and subsequent meetings’ minutes be duly documented in company records.

Getting an Employee Identification Number

From the IRS, every business should get their own unique EIN. The process is simple and free of charge.

Pay the taxes diligently

An annual tax, called the Annual Franchise Tax, is supposed to be paid by every corporation in the country by the end of the year. By the 15th of May, every year, you are thus required to give your payment to the Texas Comptroller via mail. The mail is addressed as-Texas Comptroller of Public Accounts and the physical address is : PO Box 149348, Austin, TX 787149348

List of documents required for the process of incorporation

The main document required for successful business incorporation is the certificate of formation. However, the certificate necessitates a few documents:

  • The name of the business as approved by the SOS.
  • The registered agent filing form and approval.
  • The amount of shares in numbers alongside the minimum amount at which they could be sold or bought.
  • The details of the directors. Their names should be included there alongside their addresses. If you hire another business to be your registered agent, they might provide you with a business address to list.

The last section of the certificate of incorporation is that of purpose. By the law, you are obliged to function for lawful purposes. Thus, filling something in this section is not compulsory. Nevertheless, you are given the opportunity to write down any information that you deem useful or important.

The process of incorporating your business begins with registering a business name in Texas. It’s not a hard task per se, but one that might consume your precious time. While opening a business, time could be very crucial. From managing finances, raising capital to strategizing your business plans, you will have a lot on your plate. Hence, it is advisable to appoint the best incorporation services available to you.

That means, going for local firms, rather than national level ones. These businesses even offer to provide you with an added layer of privacy and security to your personal assets by giving you a business address that is safe to keep in the public domain. Nonetheless, it is always your call to choose one or not for your Texas business registration.