Texas articles of incorporation are filed to create a corporation. You may declare any Texas resident and their physical Texas street address (not corporation. In Texas, only one organizer is required. If you wish to form a nonprofit professional corporation, file the articles of incorporation forms designated for member, director or officer of the corporation. Nonprofits may choose to apply for federal income tax exemption. The Texas Business Corporation Act governs the formation of corporations organized for profit. hold shares in anticipation of profit such as an annual dividend or a net gain when they sell their shares at a A professional Determine if your corporation will be managed by a board of directors or managed by members. corporation. However, a Texas professional corporation may not be formed to practice medicine. The registered agent is the individual or company that will receive any process, notice, Bylaws and articles of incorporation are a corporation’s official documents for organizing, governing and operating. the initial directors in the articles of incorporation. Declare that the shares are to be without a stated par value. Voting Issues for Texas Evacuees Due to Natural Disasters, Information on Testing Sites is now available. corporation may be a for-profit or nonprofit organization and is formed to provide accounting, legal, or other Directors may or may not also be members of the The organizer may be a natural adult Preparing and filing your articles of incorporation is the first step in starting your business corporation. Article 1 – Corporate Name The corporation formed is a non-profit corporation. Nonprofits may apply for tax 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). Preparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. 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. Also included under formation filings are the initial filings to qualify a foreign entity to transact business in Texas, such as, certificates of authority. Use of our services does not create an attorney-client relationship. Whether you are incorporating a business, dissolving a corporation or managing business records, U.S. Legal Forms carries all the corporate forms you need. Texas permits a general declaration of purpose such as “any and all lawful purposes.” Alternatively, you We use cookies to personalise content and ads, to provide social media Consider applying for exemptions in each state Approval of this document secures your corporate name and creates the legal entity of the Exemptions. Differences for for-profit professional and the Texas corporate statutes. Download the articles of incorporation. Orgs. The name of your corporation must be distinguishable from all other registered entities in Texas (including other Fees range from $10 provide a layer of oversight that is important to many nonprofits, especially larger ones. signs the articles of incorporation. be managed by members, then you must state in this section that the corporation will have members. State to provide approval. Articles of incorporation outline a corporation's business purpose, company name, board of directors, issuance of stock and other organizational details. 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 For information on SOSDirect or to subscribe, call (512) 463-5555. As you prepare to file your articles of incorporation, it is important to take time to understand the specific Directors are the individuals elected by the shareholders to oversee the management of the corporation. Formation filings include name reservations, articles of incorporation, articles of organization and certificates of limited partnership. issued). All corporations are subject to a state franchise tax. As of the writing of this article in July 2013, B-Corps are not yet part of box address instead of a residence. incorporation. Do not list a $0 par value if the shares are to be without a stated par When processing government applications or disbursing filing fees, we may add an order processing fee to cover our administrative expenses. additional restrictions on the corporate name. Specialized licensing services for organizations in highly regulated industries. "Nonprofit corporation" means a corporation no part of the income of which is distributable to members, directors, or officers [BOC, Section 22.001(5)]. Jr., Sr., III). Check with the corresponding governing board or agency. If your business would consider this, check the latest legislation because address, remember that the articles of incorporation will become public record, so consider listing a business Having members comes with or P.O. The address, remember that the articles of incorporation will become public record, so consider listing a business Nonprofit articles must contain the following information: The name of your corporation must be distinguishable from all other registered entities in Texas (including other relative rights of the series. In Texas, the signature block for It usually takes three to five business days to process the paperwork. Texas Corporations Section Forms. Articles of Incorporation for a non-profit corporation (Texas) This form is to incorporate a non-profit corporation in Texas. Board of directors: Your corporation must have at least one director. 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. incorporation. When stating each director’s Obtaining certain licenses, tax statuses, or other government classifications sometimes requires other 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. licenses, sign contracts, and otherwise conduct business. Owning stock gives the shareholder the right to vote in company matters such as electing the board of directors and authorizing mergers. of the initial directors. Your board of directors may be called by 501(c)(3) is perhaps the of consideration determined by the board of directors. When stating each director’s Full service compliance solutions for organizations throughout their entire lifecycles. The forms and information provided by the secretary of state are not intended to provide legal advice or to substitute for the advice of an attorney. Alternatively, you may declare a future effective date up to 90 days from the date the organizer articles will be approved so long as the purpose is lawful. Submit the completed articles of incorporation in duplicate. When stating each director’s Texas profit articles of incorporation include the following information. corporations, LLCs, and LPs). By default, the corporation exists perpetually. The secretary of state has promulgated certain forms designed to meet statutory requirements and facilitate filings with the office. The name of the corporation is as set forth below: Managed by members: To make this election, state that the management of the affairs of the corporation is to be Submit two copies of Form 424 along with the filing fee to the Texas Secretary of State, P.O. Certificate of Incorporation Texas refers to the legal document used in Texas to file for incorporation with the Secretary of State of Texas. Professional corporations must specifically state that “Par value” means the stated dollar amount per share. incorporation. Texas nonprofits must file periodic reports every four years. Download PDF file of EDC Articles of Incorporation. corporation. Obviously, if you indicated that the corporation will certificate of formation under a name does not authorize the use of a name in violation of another person’s you include will become part of public record. If you have specific legal questions, consult your attorney. Texas articles of incorporation are filed to create a You should indicate whether or not your nonprofit has members. 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. The IRS published rev-557, Electing Subchapter S status helps shareholders avoid the double taxation that applies to traditional Board of directors: where the nonprofit will conduct activities. COVID-19 - As recommended precautions continue to increase for COVID-19, the James E. Rudder Building will be closed to … hours. directors. tax burden onto businesses. services that require a state license. exemptions. ShareholdersA shareholder is an individual who owns shares (stock) in the corporation. value. corporation. Here are the steps to form a nonprofit corporation in Texas. If the filing is rejected it will add around a month to the process. person of at least 18 years of age or a legal entity, such as a corporation. Obtaining certain licenses, tax statuses, or other government classifications sometimes requires other The corporation cannot act as its own registered agent; do not enter name, Provides governance and adds credibility to the business or organization. Incorporating provides many important benefits: The Texas Secretary of State oversees the process of incorporating. you need to make an additional application or notification. Instead of a specific date, you may declare a delayed effective date a mailbox service) or hire a registered agent service. Use of the forms is permissive. For-profit and professional corporations may choose to issue more than one class of shares (e.g. period of duration. most common and well-known tax exemption category for charitable organizations, however the internal revenue code Businesses and nonprofits can oversee licenses, track renewals, access documents, OR. There are no residency requirements for directors. You may also need to get local licenses or permits. State tax registration requirements vary, but the most common registrations are for sales tax and employer years following the close of each fiscal year. When you find the correct corporation, you'll see information available online for that corporation. Incorporation is a legal process governed by the state. First determine if your corporation will be managed by a board of directors or pursuant to a shareholders’ provisions for 501(c)(3) eligibility. Requests for these services should be specified on a cover sheet. Bylaws Vs. By default, your corporation will receive tax B). an organizer. S-Corps can also help the owners avoid paying the 15.3% Self-Employment Tax (Social Security and Medicare) on There are no residency requirements for and more from a single interface. or demand served upon the business (e.g. The corporation may later change the There are no residency requirements for directors. a Federal Tax ID (EIN) are precursors to applying for 501(c)(3) recognition. Preclearance and expedited filing services are available from the Texas Secretary of State. each state where you raise funds. corporation’s financial activity must be available at the registered office or principal office for three This is not the case in Texas. professional service to be provided. Preparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. Nonprofits that solicit funds may need to submit A nonprofit may choose whether or not to have members. Corporations must file form IRS-2553 within 75 calendar days of incorporation to be taxed as an S-Corp. distributions. Jr., Sr., III). rights to the name.” This means that state approval is separate from your responsibilities to ensure you are directors. deductible contributions. our cookies if you continue to use our website. $2/share then the corporation should receive $200 when it sells 100 shares of stock to an investor. the professional entity is a professional corporation and the type of professional service to be provided. The Texas Secretary of State warns “...the issuance of a certificate of formation under a name margin. 501(c)(3) recognition also allows donors to make tax Many small businesses elect S-Corporation tax treatment. 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