How to Start a Corporation in Texas

Forming a corporation can be a great way of attracting investors and venture capitalists.

In order to get started, you will need to file the Certificate of Formation — also known as the Articles of Organization — with the Texas Secretary of State. 

You will also need to hold an organizational meeting, where you will appoint your initial directors and draft your corporate bylaws.

We’ll show you how to start a corporation in Texas yourself.

Or, simply use a professional service:

Northwest ($29 + state fee)

It's Easy to Incorporate in Texas

Step 1: Name Your Texas Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Certificate of Formation
Step 5: Get an EIN

For a look at corporation formation in every state, check out our other How to Start a Corporation guides.

Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.

Step 1: Name Your Texas Corporation

Choosing a business name is the first step in starting a corporation. 

1. Texas naming guidelines:

Your corporation’s name:

• Must contain the word “corporation,” “company,” “incorporated,” or “limited” or an abbreviation of one of these terms.
• Must be distinguishable from any existing business in the state. This includes Texas reserved names, as well as names that belong to foreign entities registered to operate in Texas.
• Must be written in letters of the Roman alphabet, Arabic numerals, and symbols capable of being reproduced by a standard English language keyboard. 
• Cannot falsely imply that your corporation is affiliated with a government agency or that it was organized for an unlawful purpose. 
• Can only include the word “insurance” or “surety” if they are accompanied by words which clearly imply that the corporation is not an insurer (e.g., surety agent, insurance agent, etc.). 

For a detailed list of all naming guidelines, visit the Texas Secretary of State’s Names of Entities page.

 2. Is my corporation name available in Texas?

Your Texas corporation name must be unique and distinguishable from other business names in Texas. Use the Texas SOSDirect system to determine if your desired business name is available.

3. Is the URL available?

Before registering your Texas corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.

Step 2: Choose a Texas Registered Agent

You must appoint a Texas registered agent when you register your corporation with the Texas Secretary of State.

A registered agent is an individual or entity that has been appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.

Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Texas resident agent as long as the person:

• is 18 years or older
• has a physical address in the state where business activity is conducted
• is available (in person) during normal business hours

Designating someone else to serve as a registered agent for your LLC or corporation has its benefits. To learn more about hiring a registered agent service for your corporation, read our Should I Use a Registered Agent Service guide.

Consent to Appointment

Your registered agent must also consent to appointment in written or electronic form. The statement of consent should include:

• The name of your LLC
• An express statement that the person designated consents to serve as the LLC’s registered agent
• The name of the person designated as registered agent
• The signature of the registered agent
• The date of execution

The consent statement does NOT have to be filed with the Secretary of State. For in-depth information on this requirement, as well as a fillable consent form, view Texas Form 401-A: Consent of Agent.

Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).

Step 3: Hold an Organizational Meeting

Before you officially file the Certificate of Formation in Step 4, you will need to hold an organizational meeting to complete the following tasks:

• Fill out and execute the Certificate of Formation
• Create and approve bylaws
• Select your initial director(s)
• Determine your share structure
• Execute an Incorporator’s Statement

Create and Approve Corporate Bylaws

Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.

Appoint Initial Directors

You must appoint at least one director who will oversee your Texas corporation until the first shareholder meeting.

A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.

After forming the corporation, the initial director(s) named on the formation documents should call an organizational meeting. During this initial meeting, the initial director(s) will elect the officers.

Choose a Share Structure and Strategy

A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation. 

Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.

Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.

The Certificate of Formation form issued by the Texas Secretary of State may only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must list it in the supplemental information section of this form.

Create and Execute an Incorporator’s Statement

The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book. 

This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting. It should be stored with the rest of your corporate records.

Step 4: File the Texas Certificate of Formation

You will need to file the Texas Certificate of Formation to set up a corporation in Texas. You may file it by mail, by fax, in person, or online with the Texas Secretary of State. Fax filings must also include a payment form. The filing fee is $300.

This document will cover the basics of your corporation, including:

• Corporate name and statement of purpose
• Corporate registered agent name and address
• The number of authorized shares the corporation is allowed to issue
• Corporate director(s) name(s) and address(es)
• Organizer name and address

The Certificate of Formation form issued by the Texas Secretary of State may only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must list it in the supplemental information section of this form.

File the Texas Certificate of Formation

Option 1: File Online With Texas SOSDirect

- OR -

Option 2: File the Certificate of Formation by Mail, by Fax, or In Person

Filing Cost: $300

Mailing Address:
Texas Secretary of State
P.O. Box 13697
Austin, Texas 78711-3697

Office Address:
Texas Secretary of State
James Earl Rudder Office Building
1019 Brazos
Austin, Texas 78701

Fax: (512) 463-5709

Note: Fax filings must include a payment form.

Step 5: Get an EIN for Your Texas Corporation

An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a social security number for the company. An EIN is needed:

• To open a bank account for the company
• For federal and state tax purposes
• To hire employees

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online

- OR -

Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935

Fee: Free

Running Your Corporation

It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.

Taxes, Annual Reports, & Licensing

Texas State Corporation Tax Requirements

Depending on the nature of your business, you may be required to register for one or more forms of state tax:

Texas Sales Tax

If you’re selling a product, you’ll typically need to register for a seller's permit through the Texas Comptroller's website. This allows a business to collect sales tax.

Texas Employer Taxes

If you hire employees, you will need to register for Texas employer taxes through the Texas Workforce Commission's website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.

Texas Corporation Licenses and Permits

To operate your corporation in Texas, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.

Learn more in our Texas Business License guide.

File the Texas Public Information Report and Annual Franchise Tax Return

All taxable business entities that do business in Texas must pay a franchise tax and file an annual return. You can find further instructions as well as a list of filing options on the Texas Comptroller's website.

Texas corporations must also file an annual Public Information Report with the Texas Comptroller. This report is mailed in as part of the annual corporate franchise tax filing.

Corporate Dissolution & Texas Good Standing

How to Get a Texas Certificate of Good Standing

A Certificate of Good Standing, known in Texas as a Certificate of Fact, verifies that your Texas corporation was legally formed and has been properly maintained.

You may order a Texas Certificate of Fact online, by mail, by phone, or by email. Texas provides detailed instructions on how to order a form online. The fee is $15.

Order a Certificate of Fact

Option 1: Request a Certificate Online With Texas SOSDirect

- OR -

Option 2: Request a Certificate by Mail, by Phone, or by Email

Fee: $15

Mailing Address:
Certifying Team
Secretary of State
P. O. Box 13697
Austin, Texas 78711-3697

Phone: (512) 463-5578

Email: corpcert@sos.texas.gov

How to Dissolve a Corporation in Texas

If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.

There are six main steps to close your Texas corporation:

• Stop doing business
• Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
• File a Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas with the Texas Comptroller of Public Accounts
• File the Certificate of Termination of a Domestic Entity with the Texas Secretary of State (attaching the Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas)
• Close your federal and state business tax accounts with the IRS and Texas Comptroller
• Close your business bank accounts

File Dissolution Documents

After receiving your Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas from the Texas Comptroller of Public Accounts, submit it along with two copies of the Certificate of Termination of a Domestic Entity to the Texas Secretary of State. The filing fee is $40.

Is a Corporation Right For You?

An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.

LLC vs. Corporation | Form an LLC

Steps After Forming a Corporation

After forming a corporation you’ll want to protect your personal and business assets, and build credit.

Taking these steps will set your business up for success:

• Open a Business Bank Account
• Open a Business Credit Card
• Establish and Build Business Credit
• Get Insurance
• Protect Your Corporate Veil

Texas Corporation FAQ

Texas Corporation Quick Links

• Texas SOS Corporation Forms

• Texas SOS Business Structure Guide

• Texas SOS Business FAQ

• Texas Corporation Statutes