Drafting Articles of Incorporation in Texas Law: Ft. Worth Business Attorney Perspective
Starting a corporation in Texas begins with one foundational document: the Articles of Incorporation. This legal filing officially creates your business as a separate legal entity. Crafting this document carefully is crucial, as it defines the basic structure and governance of your company under Texas law. You'll file the completed articles with the Secretary of State. Ultimately, while the basic formation documents can seem straightforward, an attorney provides invaluable foresight when providing assistance in these types of matters. It is recommended that you obtain attorney assistance with this process to ensure compliance.
The process is governed primarily by the Texas Business Organizations Code (BOC). The state provides a standard form, Form 201, Certificate of Formation - For-Profit Corporation, which is the preferred method for drafting the articles as it ensures all mandatory fields are included and properly formatted. While you can draft your own custom document, using the state's template simplifies compliance.
The document must contain several essential pieces of information. First, you must state a corporate name that is distinguishable from other names already on file with the Secretary of State. The name must also contain a corporate designator like "Incorporated," "Corporation," or an abbreviation such as "Inc."
it is advised that your attorney handle or be involved in all of these steps.
Next, you will need to name a registered agent and list their registered office address. The registered agent is a person or entity authorized to accept legal documents and official correspondence on behalf of the corporation. The office address must be a physical street address in Texas, not a post office box. You can search the state's online database to verify name availability and find more information on registered agent requirements.
The articles must also clearly state the purpose for which the corporation is formed. Texas law allows for a general purpose statement, such as "the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code." This broad statement offers flexibility and is commonly used.
You will also need to outline the capital structure of the corporation. Again, it is advised that your attorney handle or be involved in all of these steps. This includes the total number of authorized shares the corporation is permitted to issue and the par value, if any, of those shares. This information is vital for defining ownership and investment structure.
Finally, the document requires the name and address of each organizer—the person or people responsible for forming the corporation. At least one organizer is required. The articles conclude with the signature of an organizer, which constitutes their affirmation under penalty of perjury that the facts contained within the document are true.
Once you have completed the drafting process, you can submit the form to the Texas Secretary of State. There is a filing fee. The state encourages electronic filing through its SOSDirect portal, which offers a faster processing time. The effective date of the corporation is typically the date the Secretary of State files the document, or a future date you specify within the articles.
Filing the Articles of Incorporation is just the first step. After formation, you must adhere to ongoing legal requirements, such as maintaining a registered agent, holding initial board meetings, issuing stock, and applying for an Employer Identification Number (EIN) from the IRS. While Texas law provides a basic statutory framework for this filing, the nuanced details required to effectively govern a business for the long term often necessitate the experience of an attorney.
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