Start a Corporation in Texas

The legal name of your corporation is the one listed on your Certificate of Formation. A DBA is like a nickname for your business. For example, a company called Star Struck Used Books Inc., might also do business under the name “Rainbow Reading Corner.” Utilizing DBA can alleviate the hassle of creating a new business for each additional store you open, or help your corporation market to a specific audience.

Texas calls DBAs “assumed names,” but they’re the same thing. If you want to use a DBA, you’ll need to file an Assumed Name Certificate ($25) with the Texas Secretary of State.

Learn How to Get a Texas DBA Name.

Yes. But, keep in mind that acting as your own registered agent means listing your personal information on the Certificate of Formation. You’ll also be required to maintain regular business hours so you can accept documents in person.

Hiring a registered agent allows you to keep your personal information off public record and means you won’t be held down by the need to maintain regular business hours.

Yes. You can change your registered agent in Texas by submitting a Statement of Change of Registered Office/Agent with the Texas Secretary of State. It costs $15 to file.

You can file your Texas certificate online, by mail, fax, or in person.

Mailed filings must be submitted in duplicate to the following address:
Corporations Section
P.O. Box 13697
Austin, TX 78711-3697

Documents delivered in person or sent by courier or Federal Express should be sent to:
James Earl Rudder Office Building
1019 Brazos
Austin, TX 78701

Faxed filings can be sent to:
(512) 463-5709

You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add EIN service during checkout when you sign up for our incorporation service.

You’ll need to include identifying information on each beneficial owner. Corporations formed in 2024 or later also need to provide information about your company applicant. You will also need to report some information about the corporation itself.

Beneficial owner and company applicant information:

• Full name
• Birth date
• Residential or business street address
• Personal identification document (such as a driver’s license or passport) and ID number

Company information:

• The corporation’s legal business name
• Any assumed names/DBAs
• Physical business address
• State of incorporation
• Employer Identification Number (EIN)

Yes. Any time information that’s required on the BOI Report changes, (such as the chief officers, company name, or address) you’ll need to file an updated report within 30 days. You can file your updated report for free through BOSS.

No. Unlike the information on your Texas Certificate of Formation, the BOI Report isn’t public record. The information on this report will only be accessible to government agencies, law enforcement, and financial institutions that need to confirm customer identity.

Yes, there are 23 classes of exemption from the BOI Report. Exemptions include (but aren’t limited to):

• Large operating companies
• Most financial companies, such as banks and credit unions
• Investment companies registered with the Securities and Exchange Commission (SEC)
• Insurance companies registered with a state or federal agency
• Public utilities companies registered with a state or federal agency
• Tax-exempt entities

Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:

• Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?

• Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?

• Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?

• Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?

• Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?

• Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?

Texas bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, TX Bus Orgs § 21.359 (2019) states that Texas bylaws can require that a director of the corporation can only be elected if the director receives the majority vote of shareholders of a specified portion of shares entitled to vote, the majority vote of the shareholders represented in person or by proxy at a meeting which a quorum is present, or the majority vote of shareholders entitled to vote at a meeting at which a quorum is present.

Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Texas corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.

There’s no set annual fee to have a Texas corporation, but you will have to file a Public Information Report and Texas Franchise Tax each year and pay any tax owed.

Your tax base is your corporation’s taxable margin (which can be calculated a few different ways: 70% of total revenue, total revenue minus cost of goods sold, total revenue minus compensation or total revenue minus $1 million). Whew.

If calculating your taxable margin wasn’t difficult enough, different businesses pay different rates. The standard rate is 0.75%, but qualifying wholesalers and retailer pay a 0.37% rate. There’s also an “EZ Computation” rate of 0.331% for businesses with less than $20 million in total revenue. Frankly, it’s a complicated tax and most businesses need the help of a CPA or other financial specialist.

Your report and tax filing are due by May 15th. File late? Be prepared to pay up. There’s a $50 late fee plus 5-10% of tax owed.

These filings can be easy to forget—which is why we send our clients automatic reminders for your Texas Franchise Tax and Public Information Report filings. Or better yet, let us file for you. With our business renewal service, we send you the completed Public Information Report for you to add your tax information, then submit the report for you for $100 plus the state fee and any tax owed.

Texas is one of the few states that doesn’t have a corporate net income tax. There’s no personal net income tax either, so the biggest tax consideration is the Texas Franchise Tax described above.

The state sales tax is 6.25%. Local sales taxes are typically added on as well. For example, the five biggest cities in Texas (Houston, San Antonio, Dallas, Austin, and Fort Worth) all have a total sales tax rate of 8.25%.

More than likely. Most businesses are required to register with the Texas Comptroller’s Office for a Sales Tax Permit. You can register via eSystems or by filing an application for a sales tax permit. You’ll need your EIN before you can register.