What are Articles of Incorporation Texas?
How to file articles of incorporation in Texas?
What are the essential elements you should know!
Keep reading as we have gathered exactly the information that you need!
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What Are Articles of Incorporation Texas
The articles of incorporation refers to documents filed with the Secretary of State or the equivalent state agency to form a new corporation.
The most common term used to refer to such filing documents are “articles of incorporation”.
However, they can also be referred to as:
- Certificate of incorporation
- Certificate of organization
- Certificate of formation
- Letters of incorporation
In the state of Texas, the term “certificate of formation” is used to refer to the incorporation articles.
To operate a business under a corporation in the state of Texas, an entrepreneur must “incorporate” a legal entity.
Texas Secretary of State
Where to file articles of incorporation in texas?
The Texas Secretary of State is the governmental body in charge of managing legal entities in the state of Texas and handling the creation of new companies.
As such, they have promulgated various forms designed to meet statutory requirements for the creation and registration of a company in the state.
A business owner may choose to complete the forms and submit it to the Secretary of State at the following address at P.O. Box 13697, Austin, Texas 78711-3697.
There will be a filing fee of $300 along with the filing of the incorporation certificate.
You can also register a for-profit corporation in Texas by using the Texas SOSDirect online tool offered by the state.
Content of Articles of Incorporation
For a company to be validly formed, the certificate of incorporation must respect certain key requirements, such as:
- Corporation Name and Type
- Registered Agent and Registered Office
- Directors
- Authorized Shares
- Purpose
Let’s briefly look at each of these elements.
Corporation Name and Type
You must provide a corporate name and the company’s designation.
In essence, you must make sure that your company name is not the same, or similar, to the name of another existing domestic or foreign entity registered with the state.
You must also have a designation in your name identifying the type of corporation such as “INC”, “LTD”, “CO”, “LLC”, or other.
Registered Agent and Registered Office
A company must have a designated registered agent that may be either a domestic entity or a foreign entity registered in the state of Texas or an individual living in Texas.
A registered agent is a company or entity agreeing to receive service of legal process on behalf of the corporation.
What’s notable is that the agent must be physically located in the state to be able to act as such.
Without the designation of a registered agent, a corporation will not be authorized to transact business in the state of Texas.
Directors
A company can be incorporated provided a minimum of one director is appointed.
A director is a person representing the corporation.
Texas laws do not require that the director be a resident of the state.
Authorized Shares And Par Value
Corporations are required to issue shares or stock to the business owners.
The authorized shares represent the total number of shares the corporation will be allowed or “authorized” to issue to shareholders.
The shares can have a par value or not.
The “par value” is a nominal dollar value associated with each share of stock in the company.
If the par value is determined to be $1.00 per share, then a company issuing 10,000 shares will need to receive $10,000 in exchange for such issuance.
Purpose of Corporation
Another important requirement for registering a business entity in Texas is the company purpose.
Generally, entrepreneurs will form a general purpose company authorized to conduct any lawful business in the state.
The company will also need to specify if its existence is perpetual or for a limited period of time or set duration.
In general, a Texas for-profit corporation exists perpetually unless the articles state otherwise.
Company Organizer
In Texas, the state requires that only one person organize the company.
In other words, the organizer is the person signing or executing the articles of incorporation at the moment of filing.
Once the documents are filed with the state, the organizer’s tasks are completed.
The organizer must be a person of legal age (above 18 years of age) or it can be another business entity.
Certificate of Incorporation Forms In Texas
In Texas, you’ll need to use the incorporation forms offered by the Secretary of State to register a new company.
You’ll need to use Form 201 titled “Certificate of Formation for a For-Profit Corporation”.
Depending on the type of company you intend to form, there are other incorporation forms the Texas Secretary of State offers on its website, such as:
- Form 202: Certificate of Formation for a Nonprofit Corporation
- Form 203: Certificate of Formation for a Professional Corporation
- Form 204: Certificate of Formation for a Professional Association
- Form 205: Certificate of Formation for a Limited Liability Company
- Form 206: Certificate of Formation for a Professional Limited Liability Company
- Form 207: Certificate of Formation for a Limited Partnership
- Form 208: Uniform Unincorporated Nonprofit Association Summary
Incorporation Form Certified Copies
A company may need to get a certified copy of its certificate of incorporation at some point in time during its existence.
For example, a lender may require that the company provide proof of its incorporation.
As such, certified copies of the articles or proof of incorporation can be requested from the state of Texas by making a simple request to that effect.
There are also instances when the corporation looking to do business outside of the United States may need to present its articles of incorporation along with an Apostille or Embassy Certification.
Texas Articles of Incorporation Takeaways
So, what should you know about the State of Texas articles of incorporation?
What are the articles of incorporation requirements in Texas?
Let’s look at a summary of our findings.
Texas Article of Incorporation
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