Texas For-Profit Corporation Certificate of Formation
TEXAS FOR-PROFIT CORPORATION CERTIFICATE OF FORMATION
Before you use this: This certificate is for a corporation managed by an initial board and authorized to issue one class of shares. Confirm the proposed name and obtain the registered agent's written or electronic consent before signing. The Secretary of State's Form 201 is an available filing format. Submit this signed certificate through a currently accepted filing method with the required fee.
The undersigned organizer forms a Texas for-profit corporation under the Texas Business Organizations Code.
Article I. Entity name and type
The entity is a for-profit corporation. Its name is [FULL LEGAL NAME INCLUDING CORPORATE WORD OR ABBREVIATION].
Article II. Registered agent and office
The initial registered agent is [FULL LEGAL NAME], an individual resident of Texas who has consented in writing or electronically to serve. The agent's business office and the corporation's initial registered office are both at [STREET ADDRESS, CITY, TEXAS ZIP], where process may be personally served. The office is not solely a mailbox or telephone answering service.
Article III. Initial board of directors
The initial board consists of [NUMBER, AT LEAST ONE] director or directors. Each director serves until the first annual meeting of shareholders and until a successor is elected and qualified.
| Initial director | Address |
|---|---|
| [FULL LEGAL NAME] | [STREET OR MAILING ADDRESS, CITY, STATE ZIP] |
| [FULL LEGAL NAME, IF ANY] | [STREET OR MAILING ADDRESS, CITY, STATE ZIP] |
Article IV. Authorized shares
The corporation is authorized to issue [NUMBER] shares of one class designated [CLASS NAME]. Select one:
☐ Each share has a par value of $[AMOUNT].
☐ The shares have no par value.
All authorized shares have unlimited voting rights and are entitled to receive the corporation's net assets on winding up and termination, subject to lawful claims and distributions.
Article V. Purpose and duration
The corporation is formed for any lawful purpose for which a Texas for-profit corporation may be formed. Its duration is perpetual.
Article VI. Initial mailing address
The corporation's initial mailing address is [MAILING ADDRESS, CITY, STATE OR COUNTRY, POSTAL CODE].
Article VII. Organizer
The organizer is [FULL LEGAL NAME], whose address is [ADDRESS, CITY, STATE ZIP].
Organizer execution
I sign this certificate as organizer and submit it for filing with the Texas Secretary of State.
Organizer signature: ______________________________ Date: [__/__/____]
Printed name: [________________________________] Capacity: Organizer
Registered agent consent for the corporation's records
Keep the agent's written or electronic consent in the corporation's records. The Secretary of State's Form 401-A instructions describe the consent information; a copy need not be submitted with the certificate of formation.
Official sources
- Tex. Bus. Orgs. Code ch. 3 — certificate content, organizer, and corporate supplements.
- Tex. Bus. Orgs. Code ch. 4 — execution and delivery.
- Tex. Bus. Orgs. Code ch. 5 — corporate name and registered agent.
- Tex. Bus. Orgs. Code § 21.152 — share rights.
- Texas Secretary of State Form 201 instructions, revised September 2026 — current filing fields and methods.
About this template
- Last updated
- October 27, 2026
- Citations checked
- October 27, 2026
- Jurisdiction
- Texas
- Category
- Corporate & Business
Legal authority
- Tex. Bus. Orgs. Code § 3.001(a)
- Tex. Bus. Orgs. Code § 3.004(a)-(b)
- Tex. Bus. Orgs. Code § 3.005(a)
- Tex. Bus. Orgs. Code § 3.007(a)
- Tex. Bus. Orgs. Code § 4.001(a)
- Tex. Bus. Orgs. Code § 5.054(a)
- Tex. Bus. Orgs. Code § 5.201(b)-(c)
- Tex. Bus. Orgs. Code § 21.152(d)
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 27, 2026.
Tex. Bus. Orgs. Code § 3.001(a) (checked October 27, 2026): "(a) Subject to the other provisions of this code, to form a filing entity, a certificate of formation complying with Sections 3.003 , 3.004 , and 3.005 must be filed in accordance with Chapter 4 ."
Tex. Bus. Orgs. Code § 3.004(a)-(b) (checked October 27, 2026): "(a) Any person having the capacity to contract for the person or for another may be an organizer of a filing entity. (b) Each organizer of a filing entity must sign the certificate of formation of the filing entity, except that:"
Tex. Bus. Orgs. Code § 3.005(a) (checked October 27, 2026): "(a) 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; (4) for filing entities other than limited partnerships, the period of duration, if the entity is not formed to exist perpetually and is intended to have a specific period of duration; (5) the street address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office; (6) the initial mailing address of the filing entity; (7) the name and address of each: (A) organizer for the filing entity, unless the entity is formed under a plan of conversion or merger; (B) general partner, if the filing entity is a limited partnership; or (C) trust manager, if the filing entity is a real estate investment trust;"
Tex. Bus. Orgs. Code § 3.007(a) (checked October 27, 2026): "(a) In addition to the information required by Section 3.005 , 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; (3) if the corporation is to be managed by a board of directors, the number of directors constituting the initial board of directors and the name and address of each individual who will serve as director until the first annual meeting of shareholders and until a successor is elected and qualified; and (4) if the corporation is to be managed pursuant to a shareholders' agreement in a manner other than by a board of directors, the name and address of each person who will perform the functions required by this code to be performed by the initial board of directors."
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