Table of Contents
Texas draws businesses of all sizes with its unique tax advantages and business-friendly environment. The state has no personal income tax, and corporate taxes remain low—with many businesses avoiding them completely. Over 100,000 new corporations register each year through SOSDirect, the Texas Secretary of State's online portal.
Companies in Austin's tech sector, Houston's energy industry, Dallas's financial services, and San Antonio's healthcare market all choose c corporation formation texas. They benefit from the same favorable tax environment that has made Texas one of the fastest-growing business states in America. No personal income tax means shareholders keep more of their profits. S-corporations pay zero state corporate tax. Even C-corporations benefit from the no-tax-due threshold of $2,470,000 for 2026.
Incorporating in Texas gives you several important benefits. Your personal assets stay protected from business debts through the corporate veil. The business becomes its own legal entity separate from the owners. You gain flexible options for raising capital and rewarding employees with stock ownership.
Here's everything you need to know about how to register a corporation in Texas in 2026.
What is a Texas corporation?
A Texas corporation operates as a separate legal entity under state law. The business exists independently from its shareholders as its own legal person. This separation protects shareholders from personal liability for business debts. They're only at risk for the amount of money they invest in company stock.
Here are the key steps to registering a c corporation formation texas:
Step 1: Choose a unique corporate name
Your corporation needs a name that distinguishes it from other businesses. Texas law requires that your name be different from all other business entities already registered with the Secretary of State.
Texas naming rules
Your corporate name must include one of these words or abbreviations:
- Corporation
- Incorporated
- Company
- Limited
- Or abbreviations: Corp., Inc., Co., Ltd.
Good examples: Lone Star Tech Corporation, Houston Holdings Inc., Austin Capital Company, Texas Ventures Ltd.
You cannot use words like "bank," "trust," or "insurance" unless you have special licenses from the appropriate regulatory agencies.
Check name availability
Visit sos.state.tx.us/corp/sosda/index.shtml to search the Texas business entity database. The search tool shows whether your desired name is already taken by another business.
If your name is already used, try variations on your original idea. You can add words, change the order, or include geographic terms like "North Texas" or "Hill Country."
Reserve your name (optional)
If you need time before filing your formation documents, you can reserve your name for 120 days. The reservation fee is $40.
Most people skip this step and file their Certificate of Formation immediately after confirming name availability.
Step 2: Appoint a Texas registered agent
Every Texas corporation must have a registered agent. This person or company receives legal documents, official notices, and correspondence on behalf of your corporation.
Agent requirements
Your registered agent must meet these requirements:
- Have a physical Texas street address (P.O. boxes don't qualify)
- Be available during normal business hours to accept documents
- Be a Texas resident or a business entity authorized to do business in Texas
- Be at least 18 years old (for individual agents)
- Provide written consent to serve as your registered agent
You can serve as your own registered agent if you meet these requirements and have a physical Texas address. Most businesses prefer to hire professional registered agent services instead.
Agent costs
Professional registered agent services typically charge $50-$150 annually. Many formation companies include the first year of registered agent service free with their incorporation packages.
You must list your registered agent's name and address on your formation documents. The agent must provide written consent accepting the appointment. You cannot file without this required information.
Step 3: Plan your stock structure
Before filing your Certificate of Formation, you need to decide on your authorized shares. These represent the maximum number of shares your corporation can legally issue.
Understanding share types
Authorized shares represent the maximum number you're allowed to issue. This number appears in your Certificate of Formation.
Issued shares are the shares you actually distribute to shareholders. This number is usually far less than your authorized shares.
Most startups authorize between 1,000 and 10,000,000 shares of common stock. This range provides flexibility for future financing rounds, employee stock options, and growth without requiring amendments to your formation documents.
Par value decisions
Shares can have par value (a stated minimum value per share) or no par value at all. Common par values used in Texas are $0.01 or $0.001 per share.
Unlike Delaware, Texas doesn't base filing fees on your authorized shares or par value. The filing cost remains $300 regardless of your stock structure decisions.
Step 4: File the Certificate of Formation
The Texas Certificate of Formation for for-profit corporations (Form 201) requires specific mandatory information about your corporate structure. Here's an article-by-article breakdown:
Article 1: Entity Name and Type
Enter your corporation's complete legal name including one of these required words or abbreviations: "corporation," "company," "incorporated," "limited," Corp., Inc., Co., or Ltd.. The name must be distinguishable from all existing entities in Texas records..
Article 2: Registered Agent and Registered Office
Select Option A for an organizational registered agent (business entity) or Option B for an individual resident agent. The corporation cannot serve as its own registered agent. Provide the registered agent's physical Texas street address where the process can be personally served during business hours—P.O. boxes are not acceptable.
Article 3: Directors
List the number of initial directors (minimum of one required) and provide each director's name and address. Directors must be natural persons—no residency requirements apply. For individuals, use the format: First Name, Middle Name, Last Name, and Suffix (Jr., Sr., III only—not professional titles).
Article 4: Authorized Shares
Enter the total number of shares your corporation is authorized to issue. Select Option A if shares have par value (stated dollar amount per share like $0.01 or $1.00), or Option B if shares have no par value. Unlike Delaware, Texas charges the same $300 filing fee regardless of authorized shares or par value.
Article 5: Purpose
This article contains pre-filled general purpose language: "The purpose for which the corporation is formed is for the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code".
Initial Mailing Address
Provide the mailing address where the Texas Comptroller should send franchise tax information and correspondence. This can be a P.O. box or street address located anywhere.
Supplemental Provisions/Information (Optional)
Use this section for additional provisions or to modify any article. Most corporations leave this blank. Texas corporations exist perpetually unless you specify a limited duration in this section.
Organizer
List the name and address of at least one organizer. The organizer can be any person with capacity to contract—a natural person 18 or older, or a corporation or legal entity. No Texas residency is required.
Effectiveness of Filing
Select one option for when your corporation officially begins existence:
Option A: Effective immediately when the Secretary of State files the document (most common)?
Option B: Delayed effective date up to 90 days from signing date?
Option C: Effectiveness contingent on occurrence of a future event or fact, with follow-up statement required within 90 days confirming the event occurred?
Execution (Signature Section)
The organizer must sign and date the form. By signing, you affirm under penalty of perjury that: the registered agent consented to serve, the entity name doesn't falsely imply government affiliation, and the information is accurate. Filing materially false documents is a Class A misdemeanor, or state jail felony if done to harm or defraud another.
Filing fee
Texas charges $300 for filing a Certificate of Formation for domestic corporations. Foreign corporations (those formed in other states) pay $750 to register in Texas.
This is a one-time formation fee paid when you create your corporation.
Processing options
Standard filing through SOSDirect takes 15-20 business days. You can speed up processing with expedited service:
- 2-3 business days: Add $50 to the filing fee
- Additional rush options are available for urgent filings
Filing methods
You have three ways to file your Certificate of Formation:
File online: Use SOSDirect at sos.state.tx.us/corp. Cost: $300. Processing time: 15-20 business days for standard filing.
Mail it: Download Form 201 from the Secretary of State website. Complete the form and mail it with a $300 check to Texas Secretary of State, Corporations Section, P.O. Box 13697, Austin, TX 78711. Processing time: 3-4 weeks.
Use a service: Companies like Northwest Registered Agent or ZenBusiness handle the entire filing process for you. Cost: $300 state fee plus $100-$300 in service fees.
Official formation date
Your corporation legally exists when the Secretary of State accepts and processes your Certificate of Formation. You'll receive confirmation showing your file number and official effective date.
Texas draws businesses of all sizes with its unique tax advantages and business-friendly environment. The state has no personal income tax, and corporate taxes remain low—with many businesses avoiding them completely. Over 100,000 new corporations register each year through SOSDirect, the Texas Secretary of State's online portal.
Companies in Austin's tech sector, Houston's energy industry, Dallas's financial services, and San Antonio's healthcare market all choose c corporation formation texas. They benefit from the same favorable tax environment that has made Texas one of the fastest-growing business states in America. No personal income tax means shareholders keep more of their profits. S-corporations pay zero state corporate tax. Even C-corporations benefit from the no-tax-due threshold of $2,470,000 for 2026.
Incorporating in Texas gives you several important benefits. Your personal assets stay protected from business debts through the corporate veil. The business becomes its own legal entity separate from the owners. You gain flexible options for raising capital and rewarding employees with stock ownership.
Here's everything you need to know about how to register a corporation in Texas in 2026.
What is a Texas corporation?
A Texas corporation operates as a separate legal entity under state law. The business exists independently from its shareholders as its own legal person. This separation protects shareholders from personal liability for business debts. They're only at risk for the amount of money they invest in company stock.
Here are the key steps to registering a c corporation formation texas:
Step 1: Choose a unique corporate name
Your corporation needs a name that distinguishes it from other businesses. Texas law requires that your name be different from all other business entities already registered with the Secretary of State.
Texas naming rules
Your corporate name must include one of these words or abbreviations:
- Corporation
- Incorporated
- Company
- Limited
- Or abbreviations: Corp., Inc., Co., Ltd.
Good examples: Lone Star Tech Corporation, Houston Holdings Inc., Austin Capital Company, Texas Ventures Ltd.
You cannot use words like "bank," "trust," or "insurance" unless you have special licenses from the appropriate regulatory agencies.
Check name availability
Visit sos.state.tx.us/corp/sosda/index.shtml to search the Texas business entity database. The search tool shows whether your desired name is already taken by another business.
If your name is already used, try variations on your original idea. You can add words, change the order, or include geographic terms like "North Texas" or "Hill Country."
Reserve your name (optional)
If you need time before filing your formation documents, you can reserve your name for 120 days. The reservation fee is $40.
Most people skip this step and file their Certificate of Formation immediately after confirming name availability.
Step 2: Appoint a Texas registered agent
Every Texas corporation must have a registered agent. This person or company receives legal documents, official notices, and correspondence on behalf of your corporation.
Agent requirements
Your registered agent must meet these requirements:
- Have a physical Texas street address (P.O. boxes don't qualify)
- Be available during normal business hours to accept documents
- Be a Texas resident or a business entity authorized to do business in Texas
- Be at least 18 years old (for individual agents)
- Provide written consent to serve as your registered agent
You can serve as your own registered agent if you meet these requirements and have a physical Texas address. Most businesses prefer to hire professional registered agent services instead.
Agent costs
Professional registered agent services typically charge $50-$150 annually. Many formation companies include the first year of registered agent service free with their incorporation packages.
You must list your registered agent's name and address on your formation documents. The agent must provide written consent accepting the appointment. You cannot file without this required information.
Step 3: Plan your stock structure
Before filing your Certificate of Formation, you need to decide on your authorized shares. These represent the maximum number of shares your corporation can legally issue.
Understanding share types
Authorized shares represent the maximum number you're allowed to issue. This number appears in your Certificate of Formation.
Issued shares are the shares you actually distribute to shareholders. This number is usually far less than your authorized shares.
Most startups authorize between 1,000 and 10,000,000 shares of common stock. This range provides flexibility for future financing rounds, employee stock options, and growth without requiring amendments to your formation documents.
Par value decisions
Shares can have par value (a stated minimum value per share) or no par value at all. Common par values used in Texas are $0.01 or $0.001 per share.
Unlike Delaware, Texas doesn't base filing fees on your authorized shares or par value. The filing cost remains $300 regardless of your stock structure decisions.
Step 4: File the Certificate of Formation
The Texas Certificate of Formation for for-profit corporations (Form 201) requires specific mandatory information about your corporate structure. Here's an article-by-article breakdown:
Article 1: Entity Name and Type
Enter your corporation's complete legal name including one of these required words or abbreviations: "corporation," "company," "incorporated," "limited," Corp., Inc., Co., or Ltd. The name must be distinguishable from all existing entities in Texas corporate filings.
Article 2: Registered Agent and Registered Office
Select Option A for an organizational registered agent (business entity) or Option B for an individual resident agent. The corporation cannot serve as its own registered agent. Provide the registered agent's physical Texas street address where the process can be personally served during business hours—P.O. boxes are not acceptable.
Article 3: Directors
List the number of initial directors (minimum of one required) and provide each director's name and address. Directors must be natural persons—no residency requirements apply. For individuals, use the format: First Name, Middle Name, Last Name, and Suffix (Jr., Sr., III only—not professional titles).
Article 4: Authorized Shares
Enter the total number of shares your corporation is authorized to issue. Select Option A if shares have par value (stated dollar amount per share like $0.01 or $1.00), or Option B if shares have no par value. Unlike Delaware, Texas charges the same $300 filing fee regardless of authorized shares or par value.
Article 5: Purpose
This article contains pre-filled general purpose language: "The purpose for which the corporation is formed is for the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code".
Initial Mailing Address
Provide the mailing address where the Texas Comptroller should send franchise tax information and correspondence. This can be a P.O. box or street address located anywhere.
Supplemental Provisions/Information (Optional)
Use this section for additional provisions or to modify any article. Most corporations leave this blank. Texas corporations exist perpetually unless you specify a limited duration in this section.
Organizer
List the name and address of at least one organizer. The organizer can be any person with capacity to contract—a natural person 18 or older, or a corporation or legal entity. No Texas residency is required.
Effectiveness of Filing
Select one option for when your corporation officially begins existence:
- Option A: Effective immediately when the Secretary of State files the document (most common)
- Option B: Delayed effective date up to 90 days from signing date
- Option C: Effectiveness contingent on occurrence of a future event or fact, with follow-up statement required within 90 days confirming the event occurred
Execution (Signature Section)
The organizer must sign and date the form. By signing, you affirm under penalty of perjury that: the registered agent consented to serve, the entity name doesn't falsely imply government affiliation, and the information is accurate. Filing materially false documents is a Class A misdemeanor, or state jail felony if done to harm or defraud another.
Filing fee
Texas charges $300 for filing a Certificate of Formation for domestic corporations when you complete c corporation formation texas. Foreign corporations (those formed in other states) pay $750 to register in Texas.
This is a one-time formation fee paid when you create your corporation.
Processing options
Standard filing through SOSDirect takes 15-20 business days. You can speed up processing with expedited service:
- 2-3 business days: Add $50 to the filing fee
- Additional rush options are available for urgent filings
Filing methods
You have three ways to file your Certificate of Formation when learning how to register a corporation in Texas:
- File online: Use SOSDirect at sos.state.tx.us/corp. Cost: $300. Processing time: 15-20 business days for standard filing.
- Mail it: Download Form 201 from the Secretary of State website. Complete the form and mail it with a $300 check to Texas Secretary of State, Corporations Section, P.O. Box 13697, Austin, TX 78711. Processing time: 3-4 weeks.
Official formation date
Your corporation legally exists when the Secretary of State accepts and processes your Certificate of Formation. You'll receive confirmation showing your file number and official effective date.
Step 5: Create corporate bylaws
Corporate bylaws establish the internal operating rules for your corporation. They govern how your corporation runs its day-to-day operations and makes important decisions.
Are bylaws required?
Yes—Texas law specifically requires corporations to have bylaws. Section 21.057 of the Texas Business Organizations Code mandates that every corporation must adopt bylaws.
Bylaws remain private internal documents. You don't file them with the Secretary of State. Instead, you keep them with your Texas corporate filings records.
What bylaws cover
Your bylaws should include these essential sections:
- Directors: Number required, election process, term length, meeting schedules, quorum requirements, and voting rules
- Officers: Positions needed (President, Secretary, Treasurer), specific duties, appointment methods, and term lengths
- Shareholders: Shareholder rights, annual meeting requirements, special meeting procedures, voting procedures, and proxy rules
- Stock matters: Share classes, transfer restrictions, stock certificate requirements, and procedures for lost certificates
- Amendment process: Procedures for changing bylaws, who has authority to approve changes, and voting requirements
- Fiscal matters: Fiscal year-end date, accounting methods, and financial record-keeping requirements
- Indemnification: Provisions protecting directors and officers from personal liability to the extent permitted by Texas law
Filing bylaws?
No, you don't file bylaws with the state. Bylaws remain internal documents stored with your corporate records. Banks and lenders may request copies when you open business accounts or apply for financing.
Step 6: Hold organizational meeting and issue stock
After filing your Certificate of Formation and adopting bylaws, you must hold an organizational meeting to complete the c corporation formation texas process. Texas law allows you to use written consent instead of holding an actual physical meeting.
Meeting agenda
Your organizational meeting should accomplish these essential tasks:
- Elect directors: Shareholders elect the initial board of directors (if not already named in the Certificate of Formation)
- Adopt bylaws: The board formally approves and adopts the corporate bylaws
- Appoint officers: The board selects and appoints corporate officers including President, Secretary, and any others required by your bylaws
- Authorize stock issuance: The board approves issuing shares to founders in exchange for their contributions
- Set up stock plans: If offering employee equity, the board adopts a stock option plan
- Banking resolutions: The board authorizes specific officers to open corporate bank accounts
- Financial decisions: The board chooses the fiscal year and accounting methods for the corporation
Issuing stock to founders
The board must pass a formal resolution authorizing stock issuance. This resolution documents the number of shares issued to each founder, the consideration received (cash, services, or property), and the price per share.
Founders receive stock certificates or electronic confirmations documenting their ownership. The corporation must maintain a stock ledger showing all share ownership records.
Step 7: Obtain an Employer Identification Number (EIN)
Every corporation needs an Employer Identification Number from the IRS. The EIN functions like a Social Security number for your business.
Why you need an EIN
All corporations must obtain an EIN regardless of whether they have employees. You'll need your EIN for:
- Opening corporate bank accounts (banks require it)
- Filing federal and state tax returns (Form 1120 or 1120-S)
- Hiring employees and withholding payroll taxes
- Obtaining business licenses and permits
- Building business credit with vendors and lenders
- Issuing tax forms to employees (W-2s) and contractors (1099s)
- Processing payroll and benefits
How to apply
Visit irs.gov and complete the online EIN application. The process takes 10-15 minutes, and you receive your EIN immediately upon completion.
The IRS provides this service completely free. Be wary of third-party services charging $50-$200 to obtain an EIN—you can easily do it yourself at no cost. Save your confirmation letter with your corporate records.
Without a US tax ID?
You can still obtain an EIN even without a US Social Security number or ITIN. However, the online application system requires a US tax ID for the responsible party.
If you don't have a US tax ID, you can mail Form SS-4 to the IRS instead of applying online. Include a cover letter explaining that you're applying by mail because you're not a US resident. Processing by mail typically takes 4-6 weeks.
International founders often name a US-based officer with a valid tax ID as the responsible party to enable immediate online application.
Step 8: Understand Texas franchise tax requirements
Texas imposes a franchise tax on most businesses operating in the state. Understanding how it works helps you plan your finances and stay compliant.
Most Texas corporations must pay franchise tax annually. However, many qualify for exemptions based on their revenue.
No-tax-due threshold: For 2026, the threshold is $2.47 million in annual revenue. Corporations with revenue below this amount pay no franchise tax—they only file a basic information report.
Tax rates: Most corporations pay 0.75% on taxable margin. Retail and wholesale businesses pay a lower rate of 0.375%.
How franchise tax is calculated
Texas franchise tax is based on your "taxable margin" rather than net income. You calculate taxable margin using the lowest result from these four methods:
- Total revenue multiplied by 70%
- Total revenue minus cost of goods sold
- Total revenue minus compensation paid
- Total revenue minus $1 million
When to file
Texas corporate filings for franchise tax reports are due May 15 annually. Your first report is due May 15 of the year after you begin doing business in Texas.
If you form your corporation in 2026, your first franchise tax filing will be due May 15, 2027.
Public Information Report
You must file the Public Information Report (PIR) along with your franchise tax report. The PIR updates your business information including officers, directors, and registered agent.
The PIR filing is free for most businesses under the no-tax-due threshold.
Penalties for late filing
Missing the May 15 deadline triggers serious consequences:
- 60 days late: You receive a warning notice from the Comptroller
- 90+ days late: Your corporation risks forfeiture of its right to do business
- Continued failure: Loss of good standing status and eventual administrative dissolution
Step 9: Obtain necessary business licenses and permits
Texas doesn't issue a general statewide business license. However, specific industries and activities require specific permits and licenses at state and local levels.
State licenses
Professional and specialized businesses need licenses from various Texas agencies for regulated industries including healthcare, legal, accounting, construction, food service, and environmental operations. Check with the Texas Department of Licensing and Regulation for your industry's specific requirements.
Local requirements
Texas cities and counties impose their own licensing and permit requirements including business permits, zoning approvals, health permits, building permits, and sign permits. Requirements vary significantly—Houston has different rules than Dallas, and Austin differs from San Antonio. Contact your local city or county government for specifics.
Sales tax permit
If you sell products or taxable services in Texas, you must register with the Texas Comptroller for sales tax collection. Texas charges 6.25% state sales tax plus local additions (typically 0.125% to 2%). Registration is free through the Comptroller's website.
Federal licenses
Certain industries require federal licenses regardless of where you incorporate, including alcohol (TTB), firearms (ATF), transportation (FMCSA/FAA), broadcasting (FCC), and securities (SEC/FINRA). Visit sba.gov for comprehensive industry-specific federal requirements.
Foreign qualification: Operating in other states
If your Texas corporation conducts business in states other than Texas, you must register in those states as a foreign corporation.
When qualification is required
You must foreign qualify if your corporation:
- Maintains physical locations such as offices, stores, or warehouses in other states
- Employs workers who perform duties in other states
- Owns or leases real property in other states
- Regularly conducts in-person business activities in other states like sales calls or service delivery
Online sales to customers in other states typically don't require foreign qualification in those states.
Foreign qualification process
To register your Texas corporation in another state, follow these steps:
- Obtain a Certificate of Good Standing from Texas proving your corporation is active and compliant with Texas law. Request this from the Texas Secretary of State for approximately $10.
- File an application for authority with the other state's Secretary of State or similar business filing office.
- Appoint a registered agent in the new state who meets that state's requirements.
- Pay the required filing fees which typically range from $100 to $750 depending on the state.
- Maintain ongoing compliance by filing required reports and paying taxes in both Texas and the foreign state.
How NSKT Global can help with your Texas corporation
NSKT Global specializes in c corporation formation texas, compliance, and corporate governance for startups, growing companies, and established businesses.
We provide comprehensive services on how to register a corporation in Texas services—from initial name searches through obtaining your EIN. Our Texas registered agent service gives you a professional address and ensures you never miss important legal notices. We draft customized Certificates of Formation tailored to your specific business structure and growth plans. We prepare detailed bylaws addressing governance, shareholder rights, and operational procedures. We coordinate organizational meetings and prepare all stock issuance documentation. We manage Texas corporate filings. Whether you're incorporating for the first time or managing an established business, we ensure your Texas corporation stays compliant while minimizing taxes and administrative burdens.
Frequently Asked Questions
How do I register a corporation in Texas?
To register a corporation in Texas, complete Form 201 (Certificate of Formation) with your business name, registered agent information, stock structure, and director details. File online through SOSDirect at sos.state.tx.us/corp for $300 (processing takes 15-20 business days), by mail to Texas Secretary of State, Corporations Section, P.O. Box 6327, Austin, TX 78711 (3-4 weeks), or through a formation service. You'll need to appoint a registered agent with a physical Texas address, obtain an EIN from the IRS, and create corporate bylaws after filing.
How long does Texas corporation registration take?
Texas corporate filings for standard c corporation formation texas take 15-20 business days when filed online through SOSDirect. Expedited processing is available for an additional $50 fee, reducing the timeframe to 2-3 business days. Mail filings typically take 3-4 weeks to process.
Can non-US residents form a Texas corporation?
Yes, non-US residents can complete c corporation formation texas without requiring US citizenship or residency. Texas has no residency requirements for directors, officers, or shareholders. However, you'll need to appoint a registered agent with a physical Texas address.
What is the difference between a Certificate of Formation and corporate bylaws in Texas?
The Certificate of Formation is a public document filed with the Texas Secretary of State that legally creates your corporation, while corporate bylaws are private internal rules governing corporate operations. The Certificate of Formation contains basic information like corporate name, registered agent, directors, and stock structure, whereas bylaws detail director procedures, officer duties, shareholder rights, and meeting requirements. Texas corporate filings require the Certificate of Formation, but bylaws are kept internally and not filed with the state.
What is the Texas franchise tax for corporations in 2026?
For 2026, Texas corporations with annual revenue below $2,65,000 pay no franchise tax under the no-tax-due threshold. Corporations above this threshold pay 0.75% on taxable margin (or 0.375% for retail/wholesale businesses). Taxable margin is calculated using the lowest result from four methods: total revenue × 70%, total revenue minus cost of goods sold, total revenue minus compensation, or total revenue minus $1 million.
