How do I form a corporation in Texas?

In Texas, you create a corporation by filing a "certificate of formation_desktop" with the Secretary of State's office and paying a filing fee. You'll also need corporate bylaws and resolutions signed by the board of directors, though these documents don't need to be filed with the Secretary of State. Your bylaws explicitly state the rights and responsibilities of the shareholders and directors and govern how your corporation will be run.

After your certificate of formation has been filed and you sign corporate bylaws, your corporation is official, but you will still need to obtain the licenses and permits that all new businesses must have to operate. These may include a business license (sometimes also referred to as a "tax registration certificate_desktop"), a federal employer identification number, a sellers' permit, or a zoning permit. Forming a corporation does not exempt you from any of these requirements that apply to all businesses.

For more information, see the Licenses & Permits for Your Business area of Nolo's website.

To begin creating your Texas corporation, visit the Online Texas Corporation page at the Nolo website.

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How much will it cost to form my Texas corporation?

The price of Nolo's Online Texas Corporation formation service varies depending on your needs.

Nolo's Basic Service. The price starts as low as $99.00 for Nolo's Basic Service, which includes preparation and filing of the certificate of formation, preparation of personalized bylaws, resolution forms, and standard filing and shipping, which can take anywhere from three to four weeks.

Nolo's Express Premiere Service. Includes Nolo's Basic Service plus Priority Rush Filing, an application for an employer id number, a personalized corporate record book that is foil-stamped with your company name, 20 personalized stock certificates, and a personalized corporation seal, for $299.00. With Priority Rush Filing, your corporation will be formed within two business days, and you'll receive your final corporate documents one business day later. Your corporate records kit will be sent to you directly from the manufacturer.

Note that filing fees charged by the state are not included in our package prices. The Secretary of State charges $308.10 in state fees (includes an electronically certified copy of the certificate of formation). This filing fee will be added to your total when you check out.

To compare Nolo's Texas corporate packages, see the package and pricing details. Please note that coupon codes are not applicable to corporate packages.

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How long will it take to form my Texas corporation?

With the Priority Rush Filing that comes with Nolo's Express Premiere Service, your corporation will be formed within two business days, and you'll receive your final corporate documents one business day later. Your corporate records kit will be sent to you directly from the manufacturer.

With the Basic Service, your corporation will be formed, and you will receive your final corporate documents, within two weeks.

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Will I have to pay taxes on my Texas corporation?

Texas state taxes. Every corporation doing business in Texas has to file a tax return each year with the Texas Comptroller of Public Accounts by May 15. You can file online at https://mycpa.cpa.state.tx.us. But no state tax is due if your business's annualized total revenue is less than or equal to the no-tax-due threshold ($1,130,000 in 2018 and 2019; adjusted every two years).

Federal income tax on C corporations. The Tax Cuts and Job Act of 2017 established a new single flat tax rate of 21% for corporations. This replaces the corporate tax rates ranging from 15% to 35% that corporations paid under prior law.

Federal income tax on S corporations. The IRS does not impose taxes on S corporations; S corporation income is reported on the shareholders' individual tax returns.

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Do I need a lawyer to form a corporation in Texas?

You can form your own corporation online by using Nolo's Online Texas Corporation. We will walk you through the information needed to form a corporation. If you have a complex question, you may want to consult a business lawyer or tax expert. Our website features an online lawyer directory as a free resource to our customers. Comprehensive profiles of business attorneys in your state can be found at www.nolo.com.

If you are trying to convert an LLC or partnership into a corporation, you should consult an attorney. There are some legal and tax ramifications to closing down an existing business and starting a new one that are beyond the scope of our service.

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Does Texas require that corporations have bylaws?

Texas's Secretary of State does not require you to file written bylaws, but our service provides customized bylaws that help ensure that courts will respect the shareholders' personal liability protection, help to avert misunderstandings among the shareholders over finances and management, lay out the procedures for handling the departure and addition of shareholders, and more. Every corporation needs bylaws to outline the corporate structure and establish the powers of directors, officers, and shareholders.

Learn more about bylaws in the Corporations section of Nolo's website.

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Can I form a corporation in a different state if my business will operate in Texas?

Corporations formed in Texas are not required to have a principal office in Texas. But if you were to form a corporation out of state, say in Delaware, you would still need to qualify your corporation to do business in Texas—and this means you would have to file additional paperwork and pay additional fees. For more information on whether you'll need to qualify to do business in certain states, read Nolo's article Qualifying to Do Business Outside Your State on Nolo's website. Note that if you don't register to do business in another state when required, you won't be able to enforce contracts in that state.

Also, be ready for some state tax complications if you form your corporation in a state that's different from the state where all of its shareholders live. For one thing, the shareholders might have to pay personal income taxes in the other state on corporation income. (At best, you might get credit for those taxes in your home state and not have to pay twice. At worst, you might have to pay taxes you wouldn't have had to pay at home.) Other state taxes vary from state to state, and might influence your choice of location for a corporation. A corporation—like any business—has to pay franchise taxes, sales and use taxes, other transaction and excise taxes, and employment, property, and transfer taxes.

In addition, you need to maintain a registered agent in the state in which you incorporate.

To avoid these hassles, most smaller corporations that will operate only in Texas form their corporation in Texas.

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Does Texas consider shares in a small corporation to be considered securities?

A share of stock in your corporation is classified as a security under both Texas and federal securities laws that regulate the offer and sale of corporate stock. However, Texas and the federal government exempt most small corporations from these laws. Federal law exempts "private offerings_desktop": non-advertised sales to a limited number of people (generally 35 or fewer). Texas law provides similar exemptions. You can learn about the state securities exemptions in Texas at www.ssb.texas.gov/securities-professionals/regulation-securities/exemptions-registration. With our service, each shareholder will receive a shareholder letter to sign, stating their relationship to the corporation. These letters can help establish the reason your corporation may be entitled to an exemption.

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Does forming a corporation mean I don't need Texas business licenses or permits?

Forming a corporation does not take the place of obtaining a business license, tax registration certificate, and other required business permits. A corporation merely creates an ownership setup that limits the owners' personal liability. For more information on required licenses and permits, see the Licenses & Permits for Your Business area of Nolo's website.

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How can a Texas corporation be ended after it has been formed?

Your corporation will exist—and incur taxes and fees, whether or not you are actively operating a business—until you take legal steps to dissolve it. If you decide to discontinue business as a corporation, you must file a certificate of dissolution or similar document with the Texas Secretary of State.

For general information on closing a business, read the article Closing Your Business: What You Need to Do on Nolo's website.

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Does Nolo form professional corporations in Texas?

No, Nolo does not form professional corporations. Some professionals in Texas are required to form professional corporations (PCs), while others can choose between a regular corporation and a PC, and still others have to form a regular corporation (not a PC). Below is a brief summary of who falls into these categories.

Those who must form a PC. Professionals for whom the State of Texas requires a license to provide services, such as lawyers, licensed social workers, licensed counselors, personal trainers, and doctors, dentists, nurses, and other medical providers may not form a regular corporation. Instead, they have to form a PC, a professional limited liability company, or a professional association. Nolo cannot form a corporation for these professionals. You should consult with a lawyer if you are interested in forming a professional corporation.

Those who can choose between a PC and a regular corporation. Some professionals may form either a professional corporation or a regular corporation, including accountants, architects, chiropractors, engineers, or massage therapists. Nolo can form a regular corporation for these professionals.

Those who can only form a regular corporation. Other individuals can only form regular corporations, not professional corporations, even if they may have vocational licenses. The following individuals, for instance, may not form a PC: cosmetologists, court reporters, dieticians, electricians, financial planners, landscape architects, insurance adjustors, notary publics, property tax consultants, and child care providers. Nolo can form a regular corporation for these individuals.

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How long do I have to work on my corporate order?

You have as long as you like to work on your corporate formation without purchasing it. Every time you work on your corporation order on Nolo.com, your answers are automatically saved.

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What happens after I pay?

Note: You will receive a confirmation email that includes the following information.

Your certificate of formation will be generated and sent to the Secretary of State. With the Priority Rush Filing that comes with the Express Premiere Service, your corporation will be formed within two business days, and you'll receive your final corporate documents one day later. With the Basic Service, your corporation will be formed and you will receive your corporate documents within two weeks.

If you ordered Nolo's Express Premiere Service, your corporate records binder and company seal will be sent to you independently, directly from the manufacturer.

When you receive your final corporate documents, you will receive instructions on a few more steps you need to take, which include holding an initial meeting of your directors and shareholders (who are likely the same persons).

After completing your purchase, you may no longer go back and change your answers because your order is being processed. You may, however, view your answers by signing in to your Nolo account at www.nolo.com/products/customer/account/login, clicking on My Account, and clicking on Texas corporation.

Once we send your documents to the Secretary of State, we cannot refund your state filing fees and other third-party costs, such as courier and delivery services, should you decide to cancel your order. If you have a question after submitting your order, you may contact our filings specialists by going to target="_blank">https://www.nolo.com/customer-support/filing-support.

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What if I want to change the information I gave you for my new corporation?

You can take as much time as you like to work on your corporation answer choices. Every time you add or edit an answer, your work is automatically saved.

After completing your purchase, you may no longer go back and change your answers because your order is being processed. You may, however, view your answers by signing in to your Nolo account at www.nolo.com/products/customer/account/login, clicking on My Account, and clicking on Texas corporation.

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Where can I learn more about Texas corporations?

To learn more about corporations, visit the Corporations area of Nolo's website or read Nolo's book Incorporate Your Business, by Anthony Mancuso.

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