How to Form a Corporation in Texas

Forming a corporation in Texas centers on one filing — a certificate of formation (Form 201) with the Secretary of State and a $300 fee — but a corporation carries more formality than an LLC, and skipping the formalities is how owners lose the liability protection they incorporated to get. The certificate creates the entity; the bylaws, directors, stock issuance, and ongoing recordkeeping are what make it a real, respected corporation. This guide walks the full process and the C-corp/S-corp tax decision that comes with it.

A corporation is usually the right choice when you’ll raise investment or issue equity; if you’re still deciding, compare structures in our overview of Texas business entities.

The Formation Steps

1. Choose and clear a corporate name. It must be distinguishable from existing entities and include a corporate identifier (“Inc.,” “Corporation,” “Company,” etc.). Reserve it if you’re not filing yet.
2. Appoint a registered agent with a physical Texas address who consents to accept service.
3. File the certificate of formation (Form 201). Filed with the Secretary of State for $300; it states the corporation’s name, registered agent, initial directors, and the number of authorized shares.
4. Adopt bylaws. The corporation’s internal rulebook — adopted by the board, not filed with the state.
5. Appoint initial directors and hold an organizational meeting; document decisions in minutes.
6. Issue stock to the shareholders and maintain a share transfer ledger.
7. Get an EIN from the IRS and open a corporate bank account.

C-Corp vs S-Corp: A Tax Election, Not a Different Entity

This is the decision that confuses most new founders. You form one corporation in Texas; “C-corp” and “S-corp” describe how it’s taxed federally, not a different kind of entity:

• C-corporation — the default. The corporation pays tax on its profits, and shareholders pay again on dividends (the “double tax”). It’s what venture investors expect and the only structure that supports multiple stock classes and unlimited/foreign shareholders.
• S-corporation — an IRS election (Form 2553) available to eligible corporations: profits pass through to shareholders, avoiding entity-level tax, but with strict limits (no more than 100 shareholders, generally U.S. individuals only, one class of stock).

Choose the C-corp if you’ll raise venture capital or issue varied equity; consider the S-corp election for a closely held, profitable business that wants pass-through treatment.

Keep the Corporate Formalities

A corporation’s liability shield depends on respecting corporate formalities. Maintain separate finances, hold and document annual director and shareholder meetings, keep minutes and a stock ledger, and file the Texas franchise tax report annually (entities under the no-tax-due threshold of $2,650,000 in annualized revenue for 2026 owe no tax but still file a Public Information Report). Neglecting these formalities is a classic basis for piercing the corporate veil. For the closely held variant with relaxed formalities, see what a close corporation is.

Frequently Asked Questions

How much does it cost to form a corporation in Texas?

The state filing fee for the certificate of formation (Form 201) for a for-profit corporation is $300, the same as an LLC. Additional costs may include a registered-agent service and legal or formation help.

What is the difference between a C-corp and an S-corp in Texas?

They are the same Texas entity taxed differently at the federal level. A C-corp pays corporate tax and shareholders are taxed again on dividends; an S-corp is an IRS election that passes income through to shareholders but limits ownership to 100 eligible shareholders and one class of stock.

Do I need bylaws to form a Texas corporation?

Bylaws aren’t filed with the state, but you should adopt them. They are the corporation’s internal governance rules — covering directors, officers, meetings, and stock — and operating without them undermines the corporate formalities that protect the liability shield.

Should I form my corporation in Texas or Delaware?

It depends on your plans. Texas is efficient for businesses operating in-state, while venture-backed startups often incorporate in Delaware for its corporate-law framework. See our comparison of Texas vs Delaware for startups.

A corporation done right protects you and is ready for investment; done carelessly, it’s an LLC with extra paperwork and a leaky shield. Reidel Law Firm incorporates Texas businesses — certificate, bylaws, and stock — on transparent flat fees. Incorporate in Texas the right way.