Example of Texas Articles of Incorporation

By Elizabeth Rayne

Although some formalities are required, incorporation can be an important first step in any successful business venture. One such formality, in Texas, is the drafting and filing with the Secretary of State of a "certificate of formation," also known outside the state as "articles of incorporation." Texas law requires that certain information be contained in the document, but it can also include optional provisions not specified in statute.

Although some formalities are required, incorporation can be an important first step in any successful business venture. One such formality, in Texas, is the drafting and filing with the Secretary of State of a "certificate of formation," also known outside the state as "articles of incorporation." Texas law requires that certain information be contained in the document, but it can also include optional provisions not specified in statute.

Certificate of Formation Overview

In Texas, corporations must file a certificate of formation with the Secretary of State in order to officially form the business. The document serves as a kind of constitution for the corporation, and provides the essential information about the business. The Texas Business Organizations Code specifies what information must be included in the certificate for it to be accepted by the state. You may include additional information in the certificate, but only if it is compliant with state law.

Ready to incorporate your business? Get Started Now

Required Provisions

Texas law requires new businesses to include specific information in the certificate of formation. You must include the name of the corporation, which cannot be the same as, or similar to, any other registered business in Texas. Further, you must include the name of a registered agent, or the person you want to be responsible for accepting legal documents on behalf of the organization. Corporations must also include the purpose of the business, address of the business, and names of the organizers. Texas corporations must have at least one director, which you must list on the certificate. Corporations must also list the number and type of authorized shares the business will issue. Finally, a certificate of formation will not be complete without the signature of an incorporator.

Optional Provisions

Beyond the minimum requirements, Texas corporations are allowed to include additional provisions in the certificate of formation. State law provides that corporations exist perpetually, but you may include a provision that dissolves the business on a specified date or after a specified event occurs. You may include any other legal terms in the certificate, such as provisions that limit the compensation to the board of directors.

State Resources

On the Texas Secretary of State website, you may find an example of a certificate of formation that meets the minimum legal requirements. The blank certificate allows you to fill in information about your corporation and already includes the required language about authorized shares, purpose of the organization and effective date of filing.

Ready to incorporate your business? Get Started Now
How to Form a Sub S Corporation in Texas

References

Related articles

Articles of Incorporation and Bylaws in Colorado

Colorado law requires the use of certain documents -- articles of incorporation and bylaws -- to properly form a corporation. The articles of incorporation are required to create the corporation and must be filed with the Secretary of State's office. The bylaws are a set of rules and guidelines created by the corporation's owners -- known as shareholders -- or its board of directors to govern the operation of the corporation. Bylaws are not filed with the secretary's office, but kept at the corporation's principal office.

How to Develop a Charter & Bylaws for a New Organization

Starting a new business can be an exciting adventure. At the same time, you must address many important formalities at the outset of operations to ensure that your business both complies with the law and runs smoothly. If you decide to form a corporation, having a properly drafted charter and bylaws will help put your company on the path to success.

How to Change the Nature of Business for a Corporation

A corporation is an independent legal entity that is formed under state law and managed by a board of directors. Although it is usually formed to pursue a given business objective, it is ordinarily not limited to a specific business purpose and is free to enter various industries. Nonetheless, restrictions can be placed on a corporation, but they can be changed or removed later if necessary.

LLCs, Corporations, Patents, Attorney Help

Related articles

How to Amend and Restate a Certificate of Incorporation in Delaware

Many states now use the Internet to provide resources to business owners, making it easier for them to complete ...

How to File a DBA in Idaho

In Idaho, you can operate your business as a sole proprietorship -- meaning there is no legal difference between you ...

Amending an LLC Certificate of Formation in Texas

If you operate an LLC formed in Texas, you may find it necessary to amend the certificate of formation for it as your ...

How to Form a Mutual Benefit Corporation in California

California law provides for several types of nonprofit corporations, one of which is called a mutual benefit ...

Browse by category
Ready to Begin? GET STARTED