How to Incorporate in Texas

Choose and Check Your Name

A Texas for-profit corporation's name must contain the word "corporation," "company," "incorporated," or "limited," or an abbreviation of one of those terms, according to the Certificate of Formation form itself. The name also has to be distinguishable from every other entity on file with the Secretary of State. Check availability through the Secretary of State's business search before filing, and see our guide on how to check corporate name availability for the full process, since a preliminary Texas search isn't a final determination until the document is actually filed.

Appoint a Registered Agent

Texas requires every corporation to maintain a registered agent, either an individual Texas resident or an organization authorized to do business in Texas, with a physical street address in the state. The corporation cannot act as its own registered agent.

File a Certificate of Formation

File Form 201, Certificate of Formation for a For-Profit Corporation, with the Texas Secretary of State. The filing fee is $300, according to the Secretary of State. The form requires your corporation's name, its registered agent and office address, the number of directors on your initial board (a minimum of one), your total authorized shares and their par value (or a statement that they're no-par shares), and your initial mailing address for franchise tax correspondence.

Understand How the Texas Franchise Tax Works

Texas doesn't have a corporate income tax, but it does apply a franchise tax, described by the Texas Comptroller as a privilege tax on entities formed or doing business in the state. For the 2026 report year, a taxable entity with annualized total revenue at or below $2,650,000, the no-tax-due threshold, owes no franchise tax. Above that threshold, the tax rate is generally 0.375% of taxable margin for a retail or wholesale business and 0.75% for most other businesses, per the Texas Comptroller, with an alternative EZ Computation rate of 0.331% available to smaller entities that qualify.

File Your Annual Franchise Tax Report, Even If You Owe Nothing

Even a corporation below the no-tax-due threshold still has an annual filing obligation. Per the Texas Comptroller, an entity at or below the threshold files either a Public Information Report (Form 05-102) or an Ownership Information Report (Form 05-167) instead of a full tax report, listing the corporation's officers, directors, and registered agent. Skipping this filing, even when no tax is owed, can put the corporation's good standing at risk.

Get an EIN and Register With the Comptroller

Once your Certificate of Formation is filed, apply for a federal EIN from the IRS, then set up your franchise tax account with the Texas Comptroller using the mailing address you provided on your Certificate of Formation. If you'll sell taxable goods or services, register separately for a Texas sales and use tax permit.

Hold Your Organizational Meeting

After the state files your Certificate of Formation, hold an organizational meeting to adopt bylaws, elect officers, and authorize issuing stock to your founders. See our general guide on how to form a C corporation for this part of the process, which doesn't differ meaningfully by state.

Compare to Forming an LLC in Texas

If you're still deciding between structures, our guide on how to form an LLC in Texas covers the LLC-specific filing fee and franchise tax treatment, which largely mirrors the corporation's. See our broader corporation vs. LLC comparison for the governance and taxation differences that matter more than the state-specific fees.

Confirm the Current No-Tax-Due Threshold Before You Budget

The no-tax-due threshold changes periodically; confirm the current figure on the Texas Comptroller's website for the report year you're actually filing, rather than relying on a number from a prior year.

File the Public Information Report Even at Zero Revenue

A new corporation with no revenue in its first partial year still typically has a franchise tax filing obligation. Don't assume no income means no filing; check with the Comptroller's office about your specific first-year filing requirement.

Keep Your Registered Agent's Address Current

Because franchise tax correspondence and legal notices both go to your registered agent and your initial mailing address, keep both updated with the Secretary of State and Comptroller as your business changes, to avoid missing a filing deadline.

This Is Not Legal or Tax Advice

Texas franchise tax rates, thresholds, and reporting requirements are set by the Legislature and the Comptroller and can change from year to year. Confirm current figures with the Texas Comptroller, and talk to a tax professional about your corporation's specific filing obligations.