Texas Certificate of Formation

What Is a Texas Certificate of Formation?

A Texas certificate of formation is the document you file with the Texas Secretary of State to form a corporation in Texas. Texas uses this name for what most states call articles of incorporation. It must list the corporation's name, entity type, purpose, registered office and agent, mailing address, organizers, shares, and initial directors. (Tex. Bus. Orgs. Code §§ 3.005, 3.007)

These public records outline the basic facts about your corporation, which often include:

• Corporate name
• Principal office address
• Registered agent information
• Initial directors, where the state requires them
• Stock information

When to Use a Texas Certificate of Formation

A Texas certificate of formation is essential to establishing a corporation at the state level. Use it to do the following:

• Form a new corporation: This document officially creates your company as a distinct legal entity
• Register with the state: Filing is required to register your corporation with the Texas Secretary of State
• Define company structure: Your certificate outlines the basic structure of your corporation
• Protect personal assets: A properly maintained corporation can help shield personal assets from business liabilities
• Plan your tax approach: Forming a corporation is the first step toward choosing C corporation or S corporation tax treatment
• Comply with state law: Texas sets specific requirements for forming a corporation, and your certificate helps you meet them
• Prepare for future growth: Well-drafted formation documents give your business room to expand

Texas Certificate of Formation Requirements

Texas sets its own rules for what your certificate must include, who can sign it, and what else you must file. These are the Texas rules to know before you file.

What Must a Texas Certificate of Formation Include?

Texas requires your certificate to include the following:

• The name of the corporation
• The type of entity being formed, such as a for-profit corporation
• The corporation's purpose, which can be any lawful business
• The period of duration, if not perpetual
• The street address of the initial registered office and the name of the initial registered agent
• The initial mailing address of the corporation
• The name and address of each organizer
• The total number of authorized shares, and the par value or a no-par statement if there is one class
• The number of initial directors and each director's name and address, if a board will manage the corporation

Who Can Sign and File a Texas Certificate of Formation?

Any person with the capacity to contract may act as an organizer, Texas's term for an incorporator. Each organizer must sign the certificate. You file your certificate with the Texas Secretary of State.

Does a Texas Corporation Need a Registered Agent?

Texas requires every corporation to designate and continuously maintain a registered agent and registered office in the state.

These requirements reflect Texas's corporation statutes, and some filings may call for more information.