Texas: Business Corporation Formation Filing Requirements

Requirements one by one

The certificate combines general and corporation-specific fields

Sections 3.001 and 3.005 require a certificate of formation stating the entity
name and type, purpose, any nonperpetual duration, initial agent and registered
office, initial mailing address, and each organizer's name and address. Section
3.007 then adds the corporation-specific share and initial-governance fields.

The organizer may be any person with capacity to contract for that person or
another, and each organizer signs. The current Form 201 instructions say the
signature does not need notarization.

Texas makes par-value treatment a required choice

For a single class, § 3.007 requires the total authorized shares and either the
par value per share or a statement that the shares have no par value. Multiple
classes require each class's designation, count, par-value treatment,
preferences, limitations, and relative rights, plus the specified information
for any series.

A board-managed corporation also states the initial board's size and each
initial director's name and address. This is not an optional privacy choice for
the ordinary board-managed filing.

Registered-agent consent is required but not attached

The registered office must be a Texas street address where the agent can be
personally served and cannot be solely a mailbox or telephone-answering service.
Section 5.2011 treats the organizer's designation as an affirmation that the
agent consented. The Form 201 instructions expressly say the consent itself does
not need to accompany the certificate.

Delayed effectiveness has a follow-up trap

The default is effectiveness on filing. A certificate may instead specify a
date or time no later than the 90th day after signing, or make effectiveness
depend on a future event or fact. For the future-event route, § 4.055 requires a
confirming statement within 90 days after the certificate is filed. Without
that statement, § 4.056 says the certificate does not take effect.

The current base filing fee is $300. The agency accepts a completed executed PDF
through SOSUpload or duplicate paper copies by mail or courier.

Texas requires a formal organization meeting

After the certificate takes effect, § 21.059 calls for an organization meeting
called by a majority of the initial directors. The callers send the other
directors notice of the meeting's time and place no later than the third day
before it occurs. The meeting adopts bylaws, elects officers, and handles other
organization business.

The board must adopt initial bylaws and elect a president and secretary. Unless
the certificate or bylaws say otherwise, the board may also act through a
written consent signed by all directors.

What trips people up

The initial mailing address is separate from the registered office. The
Secretary of State's instructions say it is the address the Comptroller uses for
tax information and correspondence, and it may be a street address or post
office box.

Texas also requires a corporate designator. Under § 5.054, the name contains
“company,” “corporation,” “incorporated,” or “limited,” or an abbreviation.
Name availability still depends on the Secretary of State's records.

Common questions

Must Texas articles state par value?

They must state either par value or that the shares are without par value. A
one-class certificate cannot omit both choices.

Is registered-agent consent filed with Form 201?

No. Consent is required, but the current official instructions say a copy need
not be submitted with the certificate.

Does Texas require a newspaper publication or separate initial SOS report?

The current formation chapters and Form 201 do not prescribe either step for an
ordinary for-profit corporation. The certificate itself includes the initial
mailing address, and the immediate corporate step is the organization meeting.

Statutes and sources

• Texas Business Organizations Code Chapters 3, 4, 5, and 21 — current Texas
  Legislative Council text, accessed August 13, 2026.
• Texas Secretary of State Form 201 and instructions — current filing fields,
  execution, delivery routes, agent-consent treatment, and fee, accessed August
  13, 2026.