TEXAS BUSINESS LAW
Certificate of Incorporation: What It Is in Texas
A certificate of incorporation is the legal document that brings a corporation into existence — the state’s confirmation that your company is now a recognized entity, separate from the people who own it. It records the corporation’s name, its registered agent, its share structure, and the basics of how it is governed. The wrinkle in Texas is the name: the state doesn’t actually issue a document called a “certificate of incorporation.” Since the Business Organizations Code took full effect, a Texas corporation is created by filing a certificate of formation with the Secretary of State, and “certificate of incorporation” survives mainly in Delaware, New York, and older usage.
This article explains what the document is, what it must contain, how Texas’s certificate of formation compares to the “certificate of incorporation” and “articles of incorporation” you’ll see in other states, and how to obtain one.
What a Certificate of Incorporation Is
A certificate of incorporation is the founding document that gives a corporation legal life. Think of it as the company’s birth certificate: once the state accepts the filing, the corporation exists as a separate legal person that can sign contracts, own property, open bank accounts, sue, and be sued in its own name. That separation is what creates the “corporate veil” — the barrier that generally limits the owners’ liability to what they invested, rather than exposing their personal assets to business debts.
In Texas, that legal existence begins the moment the Secretary of State accepts the certificate of formation for filing, or on a later effective date you specify (up to 90 days out). Until then, there is no corporation — just people planning one.
Certificate of Incorporation vs. Certificate of Formation vs. Articles of Incorporation
These three terms describe the same kind of document. They differ by state, not by function.
| Term | Where you’ll see it | What it does |
|---|---|---|
| Certificate of formation | Texas (Tex. Bus. Orgs. Code § 3.005) | Creates a corporation, LLC, LP, or other filing entity |
| Certificate of incorporation | Delaware, New York, and several other states | Creates a corporation |
| Articles of incorporation | California, Florida, and many other states | Creates a corporation |
The practical takeaway for a Texas business: if a lender, investor, or out-of-state form asks for your “certificate of incorporation” or “articles of incorporation,” they are asking for your certificate of formation. A Texas corporation files Form 201 with the Secretary of State, and the filing fee is $300.
What the Document Must Contain
Texas law sets the required contents in two layers. Every filing entity’s certificate of formation must include the basics in Section 3.005; a for-profit corporation must add the share and director details in Section 3.007.
| Required item | Source |
|---|---|
| Entity name (must be distinguishable from existing names and include a corporate identifier such as “Inc.” or “Corporation”) | § 3.005 |
| Entity type and purpose | § 3.005 |
| Registered agent and registered office (a physical Texas street address) | § 3.005 |
| Names and addresses of the governing persons (the initial directors) | § 3.005 / § 3.007 |
| Name and address of the organizer | § 3.005 |
| Aggregate number of shares the corporation is authorized to issue | § 3.007 |
| Par value of the shares, or a statement that they are without par value | § 3.007 |
Two of these line items carry their own decisions. How many shares to authorize is a planning question worth getting right the first time — see how many shares you should authorize. And whether to assign a par value, and how small, is its own short topic — see what par value means for Texas corporations.
How to Get a Certificate of Incorporation in Texas
There are two situations people mean by “getting” this document.
Forming a new corporation. File a certificate of formation (Form 201) with the Texas Secretary of State, online through SOSDirect or by mail, with the $300 fee. Once it’s accepted, the state returns a file-stamped copy — that stamped certificate is your proof of incorporation. From there you’ll typically adopt bylaws, name directors and officers, issue stock, and get an EIN; the full sequence is in our guide to forming a corporation in Texas.
Getting a copy of an existing entity’s certificate. Request a certified or plain copy from the Secretary of State through SOSDirect or by written request. A modest per-page copying fee plus a certification fee applies. Don’t confuse this with a certificate of fact – status (often called a “certificate of good standing”), which is a separate one-page document confirming the entity exists and is current — lenders and other states frequently ask for that instead of the formation document.
Why the Certificate Matters
The certificate of incorporation is the document everyone downstream relies on. You’ll need a copy to open a corporate bank account, apply for an EIN, obtain licenses and permits, sign leases, and satisfy investor or lender due diligence. It also fixes your starting governance: the authorized share count caps how much stock you can issue without amending the certificate, and the registered agent on file is where lawsuits and state notices will be served. Errors here — a name that isn’t actually available, too few authorized shares, a stale registered agent — are cheap to avoid at formation and a nuisance to fix later.
Frequently Asked Questions
Is a certificate of incorporation the same as a certificate of formation?
In Texas, effectively yes. Texas creates corporations through a certificate of formation rather than a separately named “certificate of incorporation.” When an out-of-state party asks for your certificate of incorporation, give them your Texas certificate of formation.
Is it the same as articles of incorporation?
Functionally, yes. “Articles of incorporation,” “certificate of incorporation,” and Texas’s “certificate of formation” all refer to the document that creates a corporation. The label depends on the state.
Does an LLC get a certificate of incorporation?
No. An LLC isn’t “incorporated,” so it has no certificate of incorporation. A Texas LLC is still created by filing a certificate of formation (Form 205), but the corporation-specific term doesn’t apply to it.
How much does it cost to file in Texas?
The Secretary of State’s filing fee for a for-profit corporation’s certificate of formation (Form 201) is $300. Certified copies of an existing certificate cost a small per-page fee plus a certification fee.
Getting the formation document right is the foundation everything else sits on, and a few of its fields are expensive to fix later. Reidel Law Firm forms and advises Texas corporations and LLCs on transparent flat fees — talk to a Texas business attorney before you file.
