taxes. corporation may be a for-profit or nonprofit organization and is formed to provide accounting, legal, or other Search the Texas Secretary of State Website. authorized, that way you have the flexibility to add more shareholders at a later date. Use of our services does not create an attorney-client relationship. Having members comes with $2/share then the corporation should receive $200 when it sells 100 shares of stock to an investor. Also referred to as the Certificate of Organization, Certificate of Formation, and the Articles of Incorporation, this document essentially functions like a state license for the formation and operation of a business in the state. A company's articles of incorporation is the document a business must file with the state, in order to operate in corporate form. minutes of that meeting. corporations, LLCs, and LPs). Names of professional corporations also have the option of using the suffix “professional The registered agent is responsible for being located These shares will be issued for an amount corporation. provisions listed on your articles of incorporation. Texas articles of incorporation are filed to create a Nonprofits may choose to apply for federal income tax exemption. Once you download the articles, you can print them or save the digital file to use however you need. You can form a Texas nonprofit corporation by filing the articles of incorporation forms intended for a nonprofit. Additional optional provisions for professional and close corporations can be found in the Texas statutes. Business Organizations Code.” Alternatively, you may declare a more specific purpose or purposes; your State articles of incorporation templates represent the minimum amount of information required by the Secretary of Articles of Incorporation are legal papers filed with the state government when you are incorporating a business. "Nonprofit corporation" means a corporation no part of the income of which is distributable to members, directors, or officers [BOC, Section 22.001(5)]. Specialized licensing services for organizations in highly regulated industries. or a similar abbreviation. This website uses cookies. You may also need to get local licenses or permits. another name according to the customs, tenets, or usages of the corporation. We use cookies to personalise content and ads, to provide social media name, Provides governance and adds credibility to the business or organization. Professional corporations must specifically state that Note that some information is optional. The organizer may be a natural adult hold shares in anticipation of profit such as an annual dividend or a net gain when they sell their shares at a limitations, and relative rights of the shares. The name of the corporation is as set forth below: or P.O. Articles of Incorporation The Economic Development Corporation's Articles of Incorporation were passed and established in 1995 by the council holding office at that time. exemptions. Corporations formed for the purpose of operating a nonprofit institution, including an institution devoted to a For example, if the par value is relative rights of the shares to the extent provided in the certificate of formation; and any authority vested provisions for 501(c)(3) eligibility. Obviously, if you indicated that the corporation will It is best to research and use the exact language required by your tax-exemption or State the aggregate number of shares the corporation is authorized to issue. At that time, you will ratify corporate bylaws, adopt a shareholders agreement, issue stock Texas articles of incorporation must then state for each class: its designation; the aggregate number of Professional corporations must specifically state that the entity is a professional corporation and the type of The registered agent is the individual or company that will receive any process, notice, For information on SOSDirect or to subscribe, call (512) 463-5555. A nonprofit may choose whether or not to have members. These forms are for filing domestic business and nonprofit entity formations, foreign entity registrations, amendments, terminations, and other business filings with the secretary of state. Managed by members: To make this election, state that the management of the affairs of the corporation is to be When stating each director’s name, do not value. our cookies if you continue to use our website. To incorporate, you must file Articles of Incorporation pursuant to article 3.02 of the Texas Business Corporation Act (Volume 3A, Vernon's Texas Civil Statutes). Texas permits a general declaration of purpose such as “any and all lawful purposes.” Alternatively, you incorporation. Deviations from the statutory procedures of distribution must be Harbor Compliance does not provide tax, financial, or legal advice. value. Not all nonprofit corporations are entitled to exemption from state or federal taxes. How to File Texas Articles of Incorporation. 501(c)(3) recognition provides income tax exemption on federal taxes. Corporations must file form IRS-2553 within 75 calendar days of incorporation to be taxed as an S-Corp. In Texas, the registered agent must sign an electronic or written statement accepting the designation, but this statement is not filed as part of the articles of incorporation. The nonprofit may charge a reasonable fee for copying. We do our best to calculate your filing fees Submit two copies of Form 424 along with the filing fee to the Texas Secretary of State, P.O. Once the registration process is complete, you should hold an organizational meeting of the incorporators and take The corporation cannot act as its own registered agent; do not enter For more information be managed by members, then you must state in this section that the corporation will have members. Protection of personal a Many states require businesses to include information such as the number of shares the company can issue, as well as the legal name and address of the business, in its articles of incorporation. professional service to be provided. Texas nonprofits must have certain records available for public inspection. Most corporations elect a board of directors. corporation. You can form a Texas nonprofit corporation by filing the articles of incorporation forms intended for a nonprofit. LLC Articles of Organization Texas need to be filed when you are forming a Texas LLC. You are required to declare your registered agent and office on your Texas articles of Consider applying for exemptions in each state Texas profit articles of incorporation include the following information. or hire a professional document preparation and filing service such as us. Do not list a $0 par value if the shares are to be without a stated par In Texas, the signature block for OR. Orgs. Articles of Incorporation Pursuant to Article 3.02 Texas Non-Profit Corporation Act This space reserved for office use. The corporation may later change the Incorporating provides many important benefits: The Texas Secretary of State oversees the process of incorporating. added complexity in management, recordkeeping, and maintenance. Preclearance and expedited filing services are available from the Texas Secretary of State. In many states, legislation is being considered and passed to allow a new type of corporation called a benefit box address instead of a residence. Failure to file can result in involuntary dissolution of the corporation. Your state may have additional applications or The Name of the Corporation is (Name of Association) ARTICLE II. the Texas corporate statutes. corporation. State tax registration requirements vary, but the most common registrations are for sales tax and employer Check with This information can change over time, requiring you to update the company's articles of incorporation accordingly. A reminder will be sent to the registered agent. services that require a state license. Code"). name, do not use prefixes or suffixes except titles of lineage (e.g. corporation” or a similar abbreviation. an informational resource on how to obtain tax exempt status for a nonprofit organization. A close suffix “professional corporation” or a similar abbreviation. 501(c)(3) is perhaps the If you have specific legal questions, consult your attorney. Jr., Sr., III). When stating each director’s Names of professional nonprofit corporations also have the option of using the COVID-19 - As recommended precautions continue to increase for COVID-19, the James E. Rudder Building will be closed to … issued). State to provide approval. Differences for for-profit professional and Voting Issues for Texas Evacuees Due to Natural Disasters, Information on Testing Sites is now available. Submit the completed articles of incorporation in duplicate. Use the links below to jump straight to the correct search page for Texas or find the page for another state. Instead of a specific date, you may declare a delayed effective date treatment as a C-Corporation. It costs $300 to have your for-profit or professional articles of incorporation processed in Texas as opposed to $25 for nonprofit articles of incorporation. directors. As you get ready to submit your articles, keep in mind these pointers: Texas has a reputation for its generosity when it comes to personal income taxes (there are none) and shifting the State the name and address of each person who will perform the functions required of the Board of Directors by Directors are the individuals elected by the members to oversee the management of the corporation. You can find information on any corporation or business entity in Texas or another state by performing a search on the Secretary of State website of the state or territory where that corporation is registered. Article 2—Registered Agent and Registered Office: The registered agent can be either (option A) a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an individual resident of the state. There are no residency requirements for directors. use prefixes or suffixes except titles of lineage (e.g. Here are the steps to form a nonprofit corporation in Texas. articles will be approved so long as the purpose is lawful. If your business would consider this, check the latest legislation because In simple terms, Articles of Incorporation can be thought of as a license that has been issued by the state of Texas to form and operate a corporation within state borders. Articles of Incorporation (sometimes called Certificates of Incorporation or Certificates of Formation) are the document by which corporations - those businesses with a specific tax structure that are designated by "Inc." or "Corp." - are established, state by state. Directors are the individuals elected by the shareholders to oversee the management of the corporation. Shares represent ownership interest in the corporation. Your corporation cannot name The IRS published rev-557, incorporation. you’ve provided to them or that they’ve collected from your use of their services. corporate seal and stock certificates. accountability, and transparency. By default, the corporation exists perpetually. the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Your specialist will determine your Class A, Class the organizer contains unique language, compared to other states, affirming that the designated registered agent has Electing Subchapter S status helps shareholders avoid the double taxation that applies to traditional The Texas Secretary of State warns “...the issuance of a These statements are to the effect of the following: It will not engage in prohibited political or legislative activity listed in 501(c)(3), If dissolved, it will distribute its assets in compliance with 501(c)(3). Also included under formation filings are the initial filings to qualify a foreign entity to transact business in Texas, such as, certificates of authority. The function of the organizer usually ends after the documents are filed. Preparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. Bylaws Vs. You also have to state when the amendment takes effect and have an officer of the corporation sign stating that the appropriate steps were taken to amend the articles of incorporation. notice of a lawsuit). Articles of incorporation, also referred to as the certificate of incorporation or the corporate charter, are a document or charter that establishes the existence of a corporation in the United States and Canada.They generally are filed with the Secretary of State in the U.S. State where the company is incorporated, or other company registrar. medicine. information required on those documents. features and to analyse our traffic. If you wish to form a nonprofit professional corporation, file the articles of incorporation forms designated for Articles of Incorporation There are no residency requirements for directors. a mailbox service) or hire a registered agent service. In Texas, the registered agent must sign an electronic or written statement accepting the designation, but this statement is not filed as part of the articles of incorporation. https://www.upcounsel.com/bylaws-vs-articles-of-incorporation This guide provides most common and well-known tax exemption category for charitable organizations, however the internal revenue code or P.O. Consider purchasing our corporate kit that stores your documents and contains your Records, books, and annual reports of the We also share information about your use of our site with our declared in the articles of incorporation. Nonprofits may apply for tax You can do it yourself, hire an attorney, box address instead of a residence. in the board of directors to establish the series and set and determine the preferences, limitations, and If you are looking to become a 501(c)(3) tax exempt organization, you will need to include statements required There are no residency requirements for corporation’s financial activity must be available at the registered office or principal office for three athletic, or aesthetic purpose, must be formed and governed as a nonprofit corporation, not as a for-profit A nonprofit corporation may be created for any lawful purpose, or purposes permitted by the BOC. directors elects corporate officers to run the day-to-day operations. The organizer can face penalties for fraudulently executing the articles. Business names must include a corporate suffix such as “corporation”, “incorporated”, “company”, “limited”, Selection or completion of a form found on this web site is the responsibility of the user and the user's attorney. Determine if your corporation will be managed by a board of directors or managed by members. Members elect the board of directors (if applicable) and corporation with three owners, you may authorize 1,000 shares and issue 250 shares to each owner (750 shares typically B-Corps are required to include additional provisions or supplements with their articles of Your nonprofit corporation must have at least three Corporations formed for the purpose of operating a nonprofit institution, including an institution devoted to a charitable, benevolent, religious, patriotic, civic, cultural, missionary, education, scientific, social, fraternal, athletic, or aesthetic purpose, must be formed and governed as a nonprofit corporation, not as a for-profit corporation. tax burden onto businesses. the expense of an attorney is recommended if your corporation will have complex ownership arrangements (i.e., if hours. maintaining a registered office, amending your articles of incorporation as needed, and more. Texas Corporations Section Forms. Obtaining certain licenses, tax statuses, or other government classifications sometimes requires other Download PDF file of EDC Articles of Incorporation. The the. ARTICLES OF INCORPORATION FOR TEXAS FLOODPLAIN MANAGEMENT ASSOCIATION A NONPROFIT CORPORATION I, the undersigned natural person over the age of eighteen (18) acting as incorporator, adopt the following Articles of Incorporation of Texas Floodplain Management Association (referred to as corporation. In a nonprofit corporation, no part of the income of the corporation may be distributed to a Texas nonprofits must file periodic reports every four years. in the articles of incorporation, by default the nonprofit is considered to have vested its management in a board of wish to research and include the statements required by the governing agencies. a Federal Tax ID (EIN) are precursors to applying for 501(c)(3) recognition. ShareholdersA shareholder is an individual who owns shares (stock) in the corporation. Include the names and addresses COVID-19 - As recommended precautions continue to increase for COVID-19, the James E. Rudder Building will be closed to … corporation must state “This corporation is a close corporation.”. - $50. incorporation. Pursuant to a shareholders’ agreement: The board of After you file your articles of incorporation, you will apply for a Federal Tax ID (EIN), a unique nine-digit number assigned by the IRS to identify your However, a Texas professional corporation may not be formed to practice medicine. corporate name. each state where you raise funds. Article 1 – Corporate Name The corporation formed is a non-profit corporation. Your board of directors may be called by member, director or officer of the corporation. interest. you include will become part of public record. Online access to the business entity and UCC databases is available through SOSDirect. margin. These forms are for filing Professional Association Annual Statements and Periodic Reports for Limited Partnerships and Nonprofit Corporations. Many small businesses elect S-Corporation tax treatment. Texas articles of incorporation are filed to create a corporation. period of duration. years following the close of each fiscal year. form you must complete and submit to the Texas secretary of state in order to establish an LLC C-Corporations. Board of directors: If desired, you may form a corporation with a stated limited B). S-Corps can also help the owners avoid paying the 15.3% Self-Employment Tax (Social Security and Medicare) on successors are otherwise elected and qualified. THE TEXAS SECRETARY OF STATE WILL BE CLOSED MONDAY, JANUARY 18TH IN OBSERVANCE OF MARTIN LUTHER KING, JR. DAY. you need to make an additional application or notification. The public may inspect and copy these documents during business upfront and collect those fees today so we can get started. You do not have to issue all shares the procedures for obtaining the authority to solicit, employee solicitors, or otherwise engage in fundraising in When processing government applications or disbursing filing fees, we may add an order processing fee to cover our administrative expenses. Articles of incorporation outline a corporation's business purpose, company name, board of directors, issuance of stock and other organizational details. be natural persons, not companies. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states.You should also familiarize yourself with: Title 2, Chapter 22 of the Texas Business Organizations Code (abbreviated here as "Texas Bus. certificates and complete a stock ledger, elect directors and officers, and anything else you may want to include. Access to our website is subject to our, professional document preparation and filing service, Guidelines to Texas Tax The Texas Business Corporation Act governs the formation of corporations organized for profit. tax-deductible application. When you find the correct corporation, you'll see information available online for that corporation. The Texas Business Organizations Code §22.304 outlines the manner of distribution of property of the has exemption categories for many other types of nonprofits organizations. person of at least 18 years of age or a legal entity, such as a corporation. Exemptions, Limits the liability of directors, officers, and shareholders, Fulfills statutory requirements to register your business’s or organization’s Articles of Incorporation. See the Texas Comptroller publication 96-1045 Guidelines to Texas Tax Requests for these services should be specified on a cover sheet. Download the articles of incorporation. Some Texas state licensing boards have professional corporation. charitable, benevolent, religious, patriotic, civic, cultural, missionary, education, scientific, social, fraternal, These may be replaced at the first annual shareholders’ meeting or when purposes require additional provisions in the articles. distributions. your state’s Department of Revenue if they will automatically recognize your federal IRS tax election or if It documents the formation of the business as well as the guidelines by which the business will be managed. Bylaws and articles of incorporation are a corporation’s official documents for organizing, governing and operating. Owning stock gives the shareholder the right to vote in company matters such as electing the board of directors and authorizing mergers. Either: Declare the par value per share. A "certificate of fact - status" is a certificate issued by the Secretary of State that serves as official evidence of an entity's existence or authority to transact business in Texas. 501(c)(3) recognition also allows donors to make tax instructions and tips when preparing and filing this legal document. Incorporation is a legal process governed by the state. Jr., Sr., III). licenses, sign contracts, and otherwise conduct business. additional restrictions on the corporate name. Your corporation must have at least one director. Use of the forms is permissive. © 2012 - 2021 Harbor Compliance. shares authorized; the par value or a statement that each share is without par value; and the preferences, close corporations are noted. added privacy of keeping your address off the public record, then using a registered agent service may be in your All corporations are subject to a state franchise tax. A professional Approval of this document secures your corporate name and creates the legal entity of the corporation. You may declare any Texas resident and their physical Texas street address (not Information can change over time, requiring you to update the company 's articles of incorporation are filed state. Your corporation will be issued for an amount of shares authorized by filing amendment. Status for a profit or professional corporation, registered agent state may have additional applications or processes for obtaining tax. Compliance solutions for organizations in highly regulated industries the double taxation that applies to traditional C-Corporations our... View them government classifications sometimes requires other provisions listed on your articles incorporation... For-Profit and professional corporations must specifically state that the professional entity is a professional document preparation and filing legal. 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Of incorporation contains your corporate name the corporation Compliance does not provide tax, financial, demand. Act governs the formation of corporations organized for profit and use the links below to articles of incorporation texas straight to the of. This approval can the corporation and creates the legal entity of the corporation considered and passed allow... And transfers or processes for obtaining state tax exemptions and addresses of the articles of incorporation accordingly or suffixes titles! Social media features and to analyse our traffic consider purchasing our corporate kit that stores your documents and your. Issued for an amount of consideration determined by the Secretary of state will be managed by members in. Business days to process the paperwork our services does not provide tax financial! That applies to traditional C-Corporations this document secures your corporate name incorporated ”, “ ”! Accuracy or sufficiency exemptions, B-corporation and other organizational details become effective when the Secretary. The IRS published rev-557, an informational resource on how to obtain tax exempt status for a professional. Forming a Texas nonprofit corporation must have certain records available for public.. Public may inspect and copy these documents during business hours article in July 2013, B-Corps are yet! Incorporation templates represent the minimum amount of shares ( stock ) in the corporation reminder will be CLOSED,! Them or save the digital file to use our website that solicit funds may need to local! Social Security and Medicare ) on distributions incorporation to be provided limited partnership state tax... Tax exemption on federal taxes extensive selection of Texas corporate statutes a net gain when they sell shares... Oversee the management of the corporation their name, board of directors or managed by a of. 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The option of using the suffix “ professional corporation ” or a net gain when they sell their shares a... Add around a month to articles of incorporation texas articles of incorporation as a tax election gives! That corporation a professional corporation ” or a similar abbreviation ends after the documents are filed a $ par. As well as the guidelines by which the business will be managed by board. Registration process is complete, you may optionally form a Texas professional corporation ”, “ limited ” or! Issuance of stock and other organizational details papers filed with the state up! Fee to the correct search page for another state when you are required to declare registered! An attorney-client relationship documents are filed to create a corporation 's business purpose, other... In July 2013, B-Corps are not yet part of the corporation may later the! Incorporation, articles of incorporation are filed to create a corporation the statutory procedures distribution... Our industry-leading insights, research, and educational content first 202 looks like, your... Or may not also be members of the corporation will be managed by members issue more one. Not all nonprofit corporations minimum amount of information required by your tax-exemption or tax-deductible articles of incorporation texas Evacuees! You can form a nonprofit social Security and Medicare ) on distributions your filing fees, we may an... Create an attorney-client relationship organizer must provide their name, board of directors: are... On distributions preparation and filing your articles of incorporation and stock certificates you can do it yourself, an! Not review information you provide to us for legal accuracy or sufficiency forms offers the common... Is an individual who owns shares ( stock ) in the Texas statutes, tenets, or purposes by! Not your nonprofit corporation and the user and the initial directors oversee the management of the.... And office on your Texas articles of incorporation accordingly are available from the date the organizer face... Purpose, or hire a professional document preparation and filing your articles of templates! 'S business purpose, company name, do articles of incorporation texas use prefixes or suffixes except of!