How to Form a Corporation in Texas

Step 1) Verify & Secure Brand Name

To secure and register your brand name it must be unique, not too similar to another registered name, and shouldn’t contain any restricted wording. To check, conduct a Business Entity Search through the state and if there are potential trademark issues conduct another quick search using the TESS System through the U.S. Patent Office.

The name must contain the word “corporation,” “company,” “incorporated,” “limited” or an abbreviation of one of these terms. If needed, file an Application for Reservation of an Entity Name form with the TX Sec. of State that’s good for 120 days.

Filing Fee: $40

Step 2) Appoint A Registered Agent

A Texas registered agent is essential, their job being to receive and help process all critical business documents like tax forms, state filings, notifications, etc. Some requirements include:

• Must be a legal individual TX resident, or,
• A legal business entity registered in TX,
• Must have a physical street address.

That said, you can hire an outside professional service and pay up to $160/yr, or get an agent free of charge when incorporating through IncFile or CorpNet.

Step 3) File Certificate Of Formation

Now that you’ve got a registered agent, make your corporation official by filing a Certificate of Formation with the Secretary of State that disclose for the public record some basics of your brand including:

• Corporate name, address, and statement of purpose,
• Corporate registered agent name, signature and address,
• Number of shares corporation is allowed to issue,
• Corporate officers and directors names and addresses,
• Incorporator name and address and so forth.

Filing Fee: $300

Step 4) Get A Corporate Records Book

Think of this as the hard copy record book where all critical corporate documents are kept like the Articles of Incorporation, Bylaws, meeting minutes, stock certificate ledger, stock certificates, stock certificate stubs, stock transfer documents, etc. It’s the ultimate company binder! They’re very common and while not necessary having one is highly recommended for all serious business entities.

You can find them at nearby office supply stores or on Amazon, but we’re huge fans of Corporate Kits which include gorgeous records books/binders you can brand for as little as $99.

Step 5) Elect Director, Meet, Discuss Bylaws

Appoint at least 1 director who among other things will oversee the Texas corporation until the first shareholder meeting where new directors will be voted in. Prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your records book. Once elected, an initial meeting should:

• Appoint officers & discuss/create Corporate Bylaws.
• Choose a bank & approve the issuance of stock certificates.
• Agree on corporate seal and adopt official stock certificate form.
• Approve s-corp (opt.). Record Minutes of Meeting, have directors sign, then add to records book.

Step 6) Setup A Corporate Bank Account

The two critical reasons to open a unique corporate bank account are first, the many perks/incentives/kickbacks banks and lending institutions are offering these days. There’s a decent amount so be sure and shop around with local, state and national banks and credit unions if you aren’t familiar.

The second has to do with making your finances easier by syncing the single account with your accounting software, and adding a huge layer of protection by being separated from any other business/personal accounts. If you’re interested, check out this quick breakdown of Business Checking Accounts.

Step 7) Handle Taxation & Licensing/Permits

As a legally operating corporation in Texas, you’re required to be 100% compliant with all relevant local/state/federal agencies. Ideally you should have an attorney or be working with a filing service. Otherwise, here are four resources to get started:

1. Get an EIN, or Employer Identification Number, free and easy through the IRS website.
2. Bookmark the Dallas/Fort Worth Small Business Admin, and Sec. of State’s SOSDirect site.
3. To form an S-Corp, submit Form 2553 with the IRS and be sure all board of directors have signed it.
4. Consider professional Business License Research packages that handle the legwork for you.