S-Corp Information – Texas

By | February 13, 2008

Address of state corporation department:
Secretary of State
PO Box 13697
Austin TX 78711-3697
Telephone: 512-463-5555
State web address: http://www.state.tx.us/
State law reference: Texas Business Organization Code, Titles 1 and 2.
Title of filing: Certificate of Formation.
Filing Fees: $300.
Other fees: None.
Name reservation: Reservable for 120 days for $40 fee. (Section 5.101, 5.104).
Name requirements: Company, Corporation, Incorporated, Limited, or abbreviation. (Section 5.054).
Incorporator requirements: One or more persons or entities (need not be residents). (Section 3.004).
Corporate purpose requirements: General “all purpose” clause (see instructions). (Section 2.001).
Director requirements: One or more (may be nonresidents). (Section 21.403).
Paid-in capital requirements: Paid-in capital must be at least $1,000.
Annual report requirement: Annual franchise tax reporting requirements can be found at Chapter 171 of the
Texas Revised Civil Statutes.
Publication requirements: None.
Other provisions: Certificate may state that it takes effect up to 90 days after the date of signing. (Section 4.053).
Number, names, and addresses of initial directors must be stated in Certificate. Certificate may list stock as having
no par value. If the corporation will be managed under a shareholders’ agreement, the Certificate should include the
name and address of each person who will perform the functions of the initial board of directors. (Section 3.007).
No preemptive rights unless stated in the Certificate. (Section 3.007, 21.203).