To incorporate in Texas, you must choose an available name, appoint a registered agent, file a Certificate of Formation, and pay the Texas Secretary of State filing fee. Additional costs depend on the services, documents, and licenses your business needs.
Key Takeaways
- Texas charges $300 to file a for-profit corporation's Certificate of Formation.
- The filing fee is $25 for a Texas nonprofit corporation and $300 for a Texas LLC.
- Name reservations, certified copies, expedited processing, and professional registered agent services are optional costs.
- A corporation must appoint a registered agent and provide a Texas registered office.
- Bylaws, organizational actions, director appointments, and stock issuance generally occur after formation and are not filed with the Secretary of State.
- Formation does not replace tax registrations, industry licenses, local permits, or foreign entity registration.
Cost of Incorporating in Texas
The required state cost of incorporating in Texas is $300 for a domestic for-profit corporation. You pay this fee when filing the Certificate of Formation with the Texas Secretary of State. A domestic nonprofit corporation pays a $25 formation fee, while a Texas LLC pays $300.
The following table separates required formation fees from commonly requested optional services. Confirm current amounts and payment instructions with the Texas Secretary of State before submitting a filing.
| Filing or Service | State Fee | Required? |
|---|---|---|
| For-profit corporation Certificate of Formation | $300 | Yes, to create a domestic for-profit corporation |
| Nonprofit corporation Certificate of Formation | $25 | Yes, to create a domestic nonprofit corporation |
| LLC Certificate of Formation | $300 | Yes, to create a domestic LLC |
| Name reservation | $40 | No |
| Certified copy | $15 plus $1 per page | No |
| Certificate of status | $15 | No |
| Expedited processing | $25 per document | No |
A name reservation lasts 120 days, but you can usually proceed directly to formation if you are ready to file. Online credit card payments through SOSDirect are subject to a 2.7% convenience fee. Legal fees, registered agent services, licenses, tax advice, and local filings are separate from the Secretary of State fee. For a broader budget comparison, review Texas business registration costs.
How to Incorporate in Texas Step by Step
- Select the corporate structure. Decide if a for-profit corporation fits your ownership, investment, tax, and governance plans. Incorporation creates a corporation, not an LLC. You can also consider the advantages of incorporating in Texas before choosing.
- Choose a distinguishable name. The name must comply with Texas naming rules and be distinguishable in the Secretary of State's records. A preliminary availability check does not guarantee acceptance because the agency makes the final decision when it reviews your filing.
- Appoint a registered agent. The agent may be an individual Texas resident or an eligible organization authorized to do business in Texas. The corporation cannot act as its own agent. The registered office must be a physical Texas street address where the agent can receive legal documents, and the agent must consent to the appointment.
- Prepare the Certificate of Formation. A for-profit corporation generally uses Form 201. The certificate identifies the corporation, its registered agent and office, its initial directors, its authorized shares, its purpose, and its organizer. It may also state a delayed effective date or include supplemental provisions.
- File and pay the state fee. Submit the certificate to the Secretary of State and pay $300. The corporation legally exists when the filing takes effect, subject to the effective-date terms accepted by the state.
- Complete organizational actions. After formation, the initial directors or incorporator should document the corporation's organization. Typical actions include adopting bylaws, appointing officers, approving banking authority, addressing tax matters, and authorizing stock issuance.
- Issue shares and maintain records. Follow the certificate, bylaws, board approvals, securities laws, and any shareholder agreements when issuing stock. Keep accurate ownership, meeting, consent, and financial records.
Corporate bylaws are internal governance rules and are not filed with the Secretary of State. They should address matters such as director authority, officer roles, meetings, voting, and recordkeeping. They are different from an LLC operating agreement.
How to File With the Texas Secretary of State
You can file online through SOSDirect or submit the appropriate paper filing to the Texas Secretary of State. Online filing provides direct electronic submission, while mail filing may suit owners paying by check or money order. Follow the agency's current instructions for accepted payment methods, signatures, attachments, and delivery information.
Review every entry before filing. Common problems include an unavailable name, incomplete share provisions, missing director information, an ineligible registered agent, or a registered office that is not a physical Texas address. A rejection delays formation and does not give the business authority to act as an existing corporation.
Do not order optional documents automatically. A bank, investor, lender, government agency, or transaction partner may ask for a certified copy or certificate of status, but many new corporations do not need both immediately. Likewise, expedited processing changes handling priority, not the legal requirements or likelihood of approval.
Keep the filed certificate and the Secretary of State's acknowledgment with the corporation's permanent records. You should also preserve the bylaws, organizational consents or minutes, stock approvals, shareholder records, major contracts, and later amendments. If you expect to protect a brand beyond the entity-name filing, review the separate process for Texas trademark registration.
Corporation vs. LLC Formation in Texas
Incorporating and forming an LLC are not the same process, even though both domestic entities have a $300 Texas filing fee. A corporation files a corporation Certificate of Formation, authorizes shares, has directors and officers, adopts bylaws, and issues stock to shareholders. An LLC files an LLC Certificate of Formation, has members, and commonly uses an operating agreement to define management and ownership rights.
The correct structure depends on more than the filing fee. Corporations may suit businesses planning multiple stockholders, formal board governance, or equity investment. LLCs provide a different management framework and can be member-managed or manager-managed. Tax treatment also requires separate analysis because state-law entity type and federal tax classification are related but distinct decisions.
For an LLC, you still select a distinguishable name, appoint a registered agent, identify the management structure, and file with the Secretary of State. You can use an LLC name search in Texas as part of your preliminary review. For expenses beyond the filing fee, see the detailed Texas LLC cost breakdown.
If ownership terms, stock rights, investor requirements, or multistate operations make the choice uncertain, you can post your legal need on UpCounsel's marketplace. A business attorney can select the appropriate structure, prepare the formation and internal governance documents, address stock issuance, or register an existing out-of-state entity. The attorney can also review the filing for compliance before submission. Responses typically arrive within a day.
Optional and Ongoing Texas Business Costs
The $300 formation fee is only the required Secretary of State charge for creating a for-profit corporation. Your actual cost to incorporate in Texas may increase if you reserve a name, request expedited handling, order certified documents, hire a lawyer, or pay a commercial registered agent. These services are not mandatory simply because you are incorporating.
A corporation must continuously maintain a registered agent and registered office. You do not owe a separate state formation fee if an eligible owner or other individual serves without charge. A commercial service will set its own recurring price. If the agent or office changes, update the state record using the required filing and current instructions.
Texas businesses can also have franchise tax and information-reporting obligations. The amount due depends on the current tax rules and the corporation's circumstances. Even when no tax payment is owed, another filing may still be required. Check the Texas Comptroller's current requirements rather than treating the initial incorporation fee as the corporation's only state obligation.
Other possible expenses include accounting, payroll administration, insurance, federal tax filings, assumed-name filings, local permits, and amendments to the formation document. There is no general annual Secretary of State renewal fee for every domestic for-profit corporation, but particular filings and services carry fees. Nonprofit corporations also should not assume that the $25 formation filing automatically provides federal or state tax exemption. Formation and tax-exempt recognition are separate matters.
Out-of-State Corporations, Assumed Names, and Licenses
An existing corporation formed under another state's law generally should not file a new Texas Certificate of Formation merely to expand into Texas. It instead applies to register as a foreign corporation. A foreign for-profit corporation generally files an Application for Registration and pays a $750 Texas filing fee. It must also maintain a Texas registered agent and registered office.
Foreign registration does not change the corporation's original state of formation. It gives the existing entity authority to conduct business in Texas, subject to Texas law and continuing obligations. Because the point at which activities require registration can be fact-specific, companies with Texas employees, offices, contracts, or sustained operations should evaluate the requirement before beginning business.
An assumed name is also different from a legal entity. Using a trade name does not create a corporation, provide liability protection, or replace the Certificate of Formation. Depending on the entity and where it operates, assumed-name filings may be required with the appropriate government office.
Finally, Secretary of State approval is not a business license. Texas does not use one formation filing to approve every regulated activity. Your profession or industry may require a state license, and a city or county may impose zoning, occupancy, health, signage, or other permit requirements. The Texas Department of Licensing and Regulation oversees many regulated occupations and businesses, but other agencies may govern your activity. Check state and local requirements before opening.
Frequently Asked Questions
How Do You Register a Business in Texas?
You register a business by completing the filing required for its entity type or legal status. A sole proprietorship may not need an entity-formation filing, while a corporation or LLC files with the Secretary of State. An out-of-state entity uses a foreign registration process. Tax, assumed-name, employer, and licensing registrations may also apply separately.
How Much Does It Cost to Incorporate?
The cost depends on the state, entity type, and services selected. Your budget may include a government formation fee, legal assistance, registered agent service, certified documents, tax advice, licenses, and local permits. Separate required charges from optional purchases when comparing providers, since advertised incorporation packages often combine state fees with private service fees.
How Do You Incorporate in Texas?
You incorporate by filing a corporation Certificate of Formation rather than an LLC document or assumed-name certificate. Before filing, settle the proposed name, registered agent, initial directors, share structure, and organizer information. After approval, document the corporation's organizational decisions so that its ownership and management records match the filed certificate.
How Do You Form an LLC in Texas?
You form an LLC by filing an LLC Certificate of Formation with the Texas Secretary of State and paying the applicable filing fee. The filing identifies the LLC's registered agent, registered office, organizer, and management structure. Members should also consider an operating agreement that addresses contributions, voting, distributions, transfers, and management authority.
How Much Does It Cost to Register a Business in Texas?
The cost depends on what registration means for your business. Creating a domestic entity, registering a foreign entity, filing an assumed name, and obtaining a professional license are separate actions with different charges. Identify your entity type and planned activities before budgeting, then confirm each current fee with the government office receiving that filing.
How Much Is an LLC in Texas?
A Texas LLC requires a $300 state formation filing fee. The broader startup budget can include a registered agent service, legal drafting, tax advice, permits, insurance, or an assumed-name filing. These added expenses vary, and many are business-specific rather than mandatory Secretary of State charges imposed on every LLC.
