Legal Articles of Incorporation Form for the State of Texas
Outline
Additional State-specific Articles of Incorporation Forms
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Texas Articles of Incorporation Sample
Texas Articles of Incorporation Template
This document is designed to assist in the formation of a corporation in the state of Texas, adhering to the Texas Business Organizations Code.
The undersigned, acting as incorporators, hereby form a corporation under the laws of the State of Texas and adopt the following Articles of Incorporation:
- Name of Corporation: ___________________________
- Duration: The duration of the corporation shall be perpetual unless otherwise stated.
- Address of Registered Office: ___________________________
- Registered Agent: ___________________________
- Purpose: The purpose for which the corporation is organized is: ___________________________
- Incorporators:
The names and addresses of the incorporators are as follows:
- ___________________________
- ___________________________
- Stock Information:
The corporation shall initially issue the following number and classes of shares:
- Class A: __________ shares
- Class B: __________ shares
- Initial Board of Directors:
The initial board shall consist of the following individuals:
- ___________________________
- ___________________________
- Limitation of Director Liability: A director shall not be personally liable to the corporation or its shareholders for breach of fiduciary duty arising out of the director's role.
- Amendments: These Articles of Incorporation may be amended only by a two-thirds vote of the shareholders.
IN WITNESS WHEREOF, the undersigned incorporators have executed these Articles of Incorporation this _____ day of ____________, 20__.
_____________________________
(Signature of Incorporator)
_____________________________
(Printed Name of Incorporator)
Instructions on Utilizing Texas Articles of Incorporation
After completing the Texas Articles of Incorporation form, the next step is to submit it to the Texas Secretary of State along with the required filing fee. Once processed, your corporation will be officially recognized, allowing you to conduct business in Texas.
- Obtain the Texas Articles of Incorporation form. This can usually be found on the Texas Secretary of State's website or through their office.
- Fill in the name of the corporation. Ensure that the name complies with Texas naming requirements and is not already in use.
- Provide the duration of the corporation. Most corporations are set up to exist perpetually, but you can specify a different duration if desired.
- Enter the address of the corporation’s registered office in Texas. This is where legal documents can be sent.
- List the name and address of the registered agent. This person or entity will receive official correspondence on behalf of the corporation.
- Specify the purpose of the corporation. A general statement is often sufficient, but more specific details can be included if necessary.
- Indicate the number of shares the corporation is authorized to issue. You may also need to include information about the classes of shares if applicable.
- Include the names and addresses of the incorporators. These are the individuals responsible for setting up the corporation.
- Sign and date the form. Ensure that all required signatures are present, as missing signatures can delay processing.
- Prepare the filing fee. Check the current fee amount on the Texas Secretary of State's website and include payment with your submission.
- Submit the completed form and payment to the Texas Secretary of State. This can often be done online, by mail, or in person.
Misconceptions
Understanding the Texas Articles of Incorporation form is crucial for anyone looking to start a business in Texas. However, several misconceptions can lead to confusion. Here are eight common misconceptions:
- Only large businesses need Articles of Incorporation. Many believe that only large corporations require this form. In reality, any business entity, regardless of size, should file Articles of Incorporation to establish legal recognition.
- Filing Articles of Incorporation guarantees business success. While filing is an important step, it does not ensure that a business will succeed. Success depends on various factors, including management, market demand, and business strategy.
- Articles of Incorporation are the same as a business license. This is incorrect. Articles of Incorporation establish the existence of a corporation, while a business license allows you to operate legally in a specific jurisdiction.
- You can file Articles of Incorporation anytime. There is a common belief that timing does not matter. However, filing should occur before conducting business activities to ensure legal protection from the start.
- All states have the same Articles of Incorporation requirements. Each state has its own rules and requirements. Texas has specific guidelines that differ from other states, so it’s essential to follow Texas regulations.
- Once filed, Articles of Incorporation cannot be changed. This is a misconception. Amendments can be made to Articles of Incorporation if necessary, allowing for changes in business structure or purpose.
- Filing is a one-time process. Many think that once Articles of Incorporation are filed, no further action is needed. In reality, ongoing compliance with state requirements is necessary to maintain good standing.
- Legal assistance is not needed for filing. While it is possible to file without help, consulting with a legal expert can ensure that all requirements are met and that the documents are correctly prepared.
By clarifying these misconceptions, individuals can better navigate the process of incorporating their business in Texas.
Documents used along the form
When forming a corporation in Texas, several documents are commonly used alongside the Texas Articles of Incorporation. These documents help ensure compliance with state regulations and provide necessary information for the successful establishment of a corporation. Below are some of the key forms you may encounter.
- Bylaws: This document outlines the internal rules and procedures for the corporation. Bylaws govern how the corporation will operate, including details on meetings, voting rights, and the roles of officers and directors.
- Durable Power of Attorney: This legal document allows an individual to appoint another person to make various personal, financial, and legal decisions on their behalf. For more information, visit the Durable Power of Attorney page.
- Certificate of Formation: This is often required for specific types of entities, such as limited liability companies (LLCs). It serves a similar purpose to the Articles of Incorporation but is tailored for LLCs, detailing the structure and management of the company.
- Initial Report: Some states require an initial report to be filed shortly after incorporation. This document typically includes information about the corporation's officers and directors and may need to be filed within a certain timeframe.
- Employer Identification Number (EIN) Application: Obtaining an EIN from the IRS is essential for tax purposes. This number is required for opening a business bank account, hiring employees, and filing tax returns.
Understanding these additional documents can streamline the incorporation process and help ensure that your new corporation is set up correctly. Each document plays a vital role in establishing a solid foundation for your business.