Certificate of Formation - Texas

CERTIFICATE OF FORMATION

FOR-PROFIT CORPORATION

CUSTOM CAPITALIZATION AND SUPPLEMENTAL-PROVISIONS VERSION

The undersigned organizer forms a Texas for-profit corporation under the Texas Business Organizations Code and adopts this Certificate of Formation.

ARTICLE 1 — ENTITY NAME AND TYPE

The filing entity being formed is a for-profit corporation. The name of the entity is:

[________________________________], [Inc./Incorporated/Corporation/Company/Ltd.]

ARTICLE 2 — REGISTERED AGENT AND REGISTERED OFFICE

Select one registered-agent option:

☐ Organization registered to do business in Texas: [________________________________]

☐ Individual resident of Texas: [________________________________]

The registered agent's business address and the Corporation's registered-office address are:

Street address: [________________________________]

City, Texas ZIP: [________________________________]

The Corporation is not named as its own registered agent. The designated agent has consented in written or electronic form to serve in that capacity. The consent is not attached to this certificate.

ARTICLE 3 — INITIAL DIRECTORS

The initial board consists of [____] natural-person director(s), including at least one director:

ARTICLE 4 — AUTHORIZED SHARES

The Corporation is authorized to issue a total of [________________________________] shares divided as follows:

☐ The attached Article 4 Addendum sets out the designation, authorized number, par-value status, preferences, limitations, and relative rights of every class or series listed above.

ARTICLE 5 — PURPOSE

The Corporation is formed to transact any and all lawful business for which a Texas for-profit corporation may be organized.

INITIAL MAILING ADDRESS

The initial mailing address for Texas Comptroller correspondence is:

[________________________________]

[________________________________]

SUPPLEMENTAL PROVISIONS AND INFORMATION

Select and complete only provisions reviewed by Texas counsel:

☐ Article 4 Addendum — class or series terms: Attached.

☐ Limited duration: The Corporation will terminate on [__/__/____], subject to applicable law and any later amendment.

☐ Other permitted certificate provision: [________________________________]

☐ Attached supplemental addendum: [________________________________]

ORGANIZER

Organizer name: [________________________________]

Street or mailing address: [________________________________]

City, state, ZIP, country: [________________________________]

EFFECTIVENESS OF FILING

Select one:

☐ This certificate becomes effective when filed by the Texas Secretary of State.

☐ This certificate becomes effective on [__/__/____], a date not more than 90 days after signing.

☐ This certificate becomes effective upon the following future event or fact:

[____________________________________________________________]

The event or fact will cause effectiveness as follows: [________________________________]. The 90th day after signing is [__/__/____].

EXECUTION

The undersigned affirms that the designated registered agent consented to the appointment, that to the undersigned's best knowledge the entity name does not falsely imply governmental affiliation, and that the undersigned is authorized to execute this filing instrument. The undersigned signs subject to the penalties imposed by law for submitting a materially false or fraudulent instrument and certifies under penalty of perjury that these statements are true.

Date: [__/__/____]

____________________________________

[________________________________], Organizer

FILING NOTES

• File through the Texas Secretary of State's current filing channel using Form 201 or its online equivalent; this document is a drafting shell, not a substitute for the official submission workflow.
• The current official Form 201 lists a $300 filing fee.
• Form 201 requires an entity name and type, registered agent and office, initial directors, authorized shares, purpose, initial mailing address, organizer, effectiveness selection, and organizer signature.
• When shares are divided into classes, Form 201 directs the filer to state each class's designation, authorized number, par-value status, preferences, limitations, and relative rights in supplemental information.
• The organizer signs without notarization. The registered agent's written or electronic consent is required but is not submitted with the certificate.
• Handle bylaws, organizational consents, subscriptions, securities compliance, tax elections, and ownership records separately.

SOURCES AND REFERENCES

• Texas Secretary of State — Form 201, Certificate of Formation for a For-Profit Corporation
• Texas Secretary of State — Current Form 201 instructions
• Texas Secretary of State — Business and nonprofit forms index
• Texas Legislature — S.B. 29 enrolled text (2025 business-organization amendments)

Texas form — verified against the official sources listed above on July 31, 2026.