Articles of Incorporation - State Variations - Texas
CERTIFICATE OF FORMATION
FOR-PROFIT CORPORATION
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. Its name is [CORPORATION NAME], Inc. (the "Corporation").
ARTICLE 2 — REGISTERED AGENT AND REGISTERED OFFICE
Select one registered-agent alternative:
☐ Organization: [REGISTERED-AGENT ORGANIZATION NAME]
☐ Individual Texas resident: [FIRST NAME, MIDDLE INITIAL, LAST NAME, SUFFIX]
The registered agent's business address and the Corporation's registered-office address are:
[STREET ADDRESS, CITY, TEXAS ZIP CODE]
ARTICLE 3 — INITIAL DIRECTORS
The initial board consists of [NUMBER] director(s). At least one director is listed below:
| Director | Street or mailing address |
|---|---|
| [DIRECTOR NAME] | [ADDRESS, CITY, STATE ZIP CODE, COUNTRY] |
| [DIRECTOR NAME] | [ADDRESS, CITY, STATE ZIP CODE, COUNTRY] |
ARTICLE 4 — AUTHORIZED SHARES
The total number of shares the Corporation is authorized to issue is [NUMBER].
Select and complete one capitalization alternative:
☐ One class, par value: All authorized shares are common shares with a par value of $[AMOUNT] each.
☐ One class, no par value: All authorized shares are common shares without par value.
☐ Multiple classes or series: The shares are divided into the classes or series stated in the attached Article 4 Addendum, which is incorporated into this Certificate. The addendum states each class's or series's designation, authorized number, par-value status, preferences, limitations, and relative rights. If a class has series, the addendum states any board authority to establish them and set their terms.
Article 4 Addendum — multiple classes or series, if selected
| Class or series | Authorized shares | Par value or no par value | Preferences, limitations, and relative rights |
|---|---|---|---|
| [CLASS OR SERIES] | [NUMBER] | [AMOUNT OR NO PAR VALUE] | [COMPLETE OPERATIVE TERMS] |
| [CLASS OR SERIES] | [NUMBER] | [AMOUNT OR NO PAR VALUE] | [COMPLETE OPERATIVE TERMS] |
Authority of the board to establish series and set their terms, if any: [SPECIFY AUTHORITY OR STATE NONE]
ARTICLE 5 — PURPOSE
The Corporation is formed to transact any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code.
INITIAL MAILING ADDRESS
The initial mailing address for Texas Comptroller correspondence is:
[MAILING ADDRESS, CITY, STATE ZIP CODE, COUNTRY]
SUPPLEMENTAL PROVISIONS (OPTIONAL)
Limited duration, if chosen: The Corporation will terminate on [DATE], subject to applicable law and any later amendment.
Other provision reviewed for Texas law, if chosen: [INSERT COMPLETE PROVISION]
ORGANIZER
Name: [ORGANIZER NAME]
Address: [STREET OR MAILING ADDRESS, CITY, STATE ZIP CODE]
EFFECTIVENESS OF FILING
Select one:
☐ This certificate becomes effective when filed by the Secretary of State.
☐ This certificate becomes effective on [DATE], not more than 90 days after it is signed.
☐ This certificate becomes effective upon the following future event or fact: [DESCRIBE EVENT OR FACT AND MANNER OF EFFECTIVENESS]. The 90th day after signing is [DATE].
EXECUTION
The undersigned affirms that the designated registered agent consented to the appointment and that, to the undersigned's best knowledge, the entity name does not falsely imply governmental affiliation. 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 the undersigned is authorized to execute this filing instrument.
Date: [DATE]
____________________________________
[ORGANIZER NAME], Organizer
FILING NOTES
- Texas Secretary of State Form 201 (revised 09/26) lists a $300 filing fee.
- Form 201 contains no 30-day deadline for adopting bylaws. Handle bylaws and other organizational actions in separate organizational records.
- This basic filing shell intentionally omits arbitration, jury-waiver, fee-shifting, and Texas Business Court clauses. Those provisions are not required Form 201 content and require claim- and entity-specific legal analysis.
SOURCES AND REFERENCES
About this template
- Last updated
- October 23, 2026
- Citations checked
- October 23, 2026
- Jurisdiction
- Texas
- Category
- Corporate & Business
Legal authority
- Tex. Bus. Orgs. Code § 3.003
- Tex. Bus. Orgs. Code § 3.005
- Tex. Bus. Orgs. Code § 3.007
- Tex. Bus. Orgs. Code § 4.052
- Tex. Bus. Orgs. Code § 4.053
- Tex. Bus. Orgs. Code § 4.055
- Tex. Bus. Orgs. Code § 5.054
- Tex. Bus. Orgs. Code § 5.201
- Tex. Bus. Orgs. Code § 5.2011
- Tex. Bus. Orgs. Code § 5.207
- Texas Secretary of State Form 201 (revised 09/26)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on October 23, 2026.
Tex. Bus. Orgs. Code § 3.003 (checked October 23, 2026): "A domestic entity exists perpetually unless otherwise provided in the governing documents of the entity."
Tex. Bus. Orgs. Code § 3.005(a) (checked October 23, 2026): "The certificate of formation must state: (1) the name of the filing entity being formed; (2) the type of filing entity being formed; (3) for filing entities other than limited partnerships, the purpose or purposes for which the filing entity is formed, which may be stated to be or include any lawful purpose for that type of entity;"
Tex. Bus. Orgs. Code § 3.007(a)-(b) (checked October 23, 2026): "the certificate of formation of a for-profit or professional corporation must state: (1) the aggregate number of shares the corporation is authorized to issue; (2) if the shares the corporation is authorized to issue consist of one class of shares only, the par value of each share or a statement that each share is without par value;"
Tex. Bus. Orgs. Code § 3.007(b) (checked October 23, 2026): "If the shares a for-profit or professional corporation is authorized to issue consist of more than one class of shares, the certificate of formation of the corporation must, with respect to each class, state: (1) the designation of the class; (2) the aggregate number of shares in the class; (3) the par value of each share or a statement that each share is without par value; (4) the preferences, limitations, and relative rights of the shares;"
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