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LeapLaw's 50 State Blawg  > Texas
Sponsored by:
Delaney Corporate Services, Ltd.
Delaney Corporate Services, Ltd.
800 Brazos Street
Suite 620
Austin, TX 78701
www.delaneycorporate.com
Phone: (512) 499-8989
Toll Free: (877) 499-7900



US CorpWorks, Inc.
US CorpWorks, Inc.
1638 Pennsylvania Street
Denver, CO 80203
www.uscorpworks.com
Phone: (303) 393-8800
Toll Free: (888) 967-5799
Fax: (303) 393-8900




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Basics Box: Texas
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes
    Corporate: Yes
  • E File:
  • UCC: Yes
    Corporate: Yes
  • Expedited Services:
  • UCC: Yes ($15 fee)
    Corporate: Yes ($25 for filings; $10 for certs and copies)
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • Yes
    Apostilles and Authentications (Texas)
    Contact Information (Texas)
    Domestic Corporate Dissolution Summary (Texas)
    Domestic Corporation Summary (Texas)
    Foreign Registration Summary (Texas)
    LLC Formation Summary (Texas)
    UCC Filings (Texas)

    Apostilles and Authentications (Texas)
    Apostilles and authentications in Texas issued by the Texas Secretary of State (TX SOS).

    Contact Information:
    Notary Public
    (512) 463-5705
    notary@sos.state.tx.us

    Requirements:

  • The name of the country where the document will be recorded.
  • The statutory fee of Fifteen Dollars ($15.00) per certificate or apostille unless the certificate or apostille.

    More Information.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the TX SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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  • Contact Information (Texas)
    Corporation Division

    Physical Address:
    Texas Secretary of State
    James Earl Rudder Office Building
    1019 Brazos
    Austin, Texas 78701
    Phone: (512) 463-5555, dial 7-1-1 for relay services
    Fax: (512) 463-5709.

    UCC Division

    Physical Address:
    Secretary of State
    Uniform Commercial Code
    1019 Brazos, Suite 505
    Austin, TX 78701

    Mailing Address:

    Secretary of State
    Uniform Commercial Code
    PO Box 13193
    Austin, TX 78711-3193
    Phone: (512) 475-2700
    Email: mjackson@sos.state.tx.us

    More contact info.

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    Domestic Corporate Dissolution Summary (Texas)
    Pursuant to Texas Business Organizations Code (Tex. Bus. Org. Code Chapter 11) a corporation incorporated in Texas may be voluntarily dissolved by delivering Certificate of Termination of a Domestic Entity (Form 651) (if formed after to January 2006) or Articles of Dissolution (if formed before January 2006) with the Texas Secretary of State (TX SOS).

    Tax Clearance: A tax clearance is required from the Comptroller of Public Accounts indicating that all taxes have been paid and the corporation is in good standing. A Final Franchise Tax Report will need to be prepared to accompany the Certificate of Account Status (Form 05-359) that you will submit in order for the State to process your request for Tax Clearance. You can obtain these forms online [link coming soon] or by visiting a field office or writing to the Account Maintenance Division. There is no charge for the Certificate. Requests can be directed towards Tax Assistance Section 512-463-4600 or 800-252-1381.

    NOTE: The franchise tax year ends on December 31st. The corporation must be in good standing through the date of receipt of the articles of dissolution by the secretary of state. A post mark date is not considered as the date of receipt. Corporations attempting to dissolve prior to the end of the franchise tax year on December 31st, should submit dissolutions well in advance of such tax deadline. Corporations not dissolved on or before December 31st will automatically be subject to the new franchise tax year's requirements as of January 1st.

    Consents:

  • Prior to Stock Issuance or Commencing Business: Majority of incorporator or initial directors.

  • After Stock Issuance: Resolution of the board of directors and 2/3 of all voting shareholders at a meeting or by unanimous written consent.

    Execution and Filing: Signed by incorporator(s) or officers. Duplicate Certificate of Termination are submitted to the TX SOS.

    Filing Fee: $40.00.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
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  • Domestic Corporation Summary (Texas)
    Pursuant to Texas Business Organizations Code (Tex. Bus. Org. Code 1.01 et seq.) a corporation incorporating in Texas files Certificate of Formation - For-Profit Corporation (form 201) with the Texas Secretary of State (TX SOS).

    Online Filing: Certificate of Formation of a for-profit corporation (form 201) may be filed online via SOS Direct. An account is opened for free. A credit card is provided and will be charged only when a filing or request is made. Filing fee is $300.

    Corporate Name: The corporate name must contain "corporation" "incorporated" "company" or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: None.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: The minimum paid in capital required to commence business is $1000.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Texas.

    Filing: Submit duplicate originals to the TX SOS. Fax filings are accepted.

    Filing fee is $300.00. Turnaround time is 7-10 days. You can expedite for $25.00 with 24-48 hour turnaround.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Registration Summary (Texas)
    Pursuant to the Texas Business Organizations Code (Tex. Bus. Org. Code Art. 1.09 et seq.), a foreign corporation, LLC, REIT, business trust or any other business entity may not transact business in Texas until it files a Application of Registration with the Texas Secretary of the State (TX SOS).

    Online Filing: Application of Registration (form 301) may be filed online via SOS Direct. An account is opened for free. A credit card is provided and will be charged only when a filing or request is made.

    Name of Business Entity: The entity name must contain a recognized term of organization for the entity type. For instance, the corporate name must contain "corporation" "incorporated" "company" or abbreviation thereof. If there is a name conflict with another company currently registered with the TX SOS, an assumed name must be adopted and a Form 503 must accompany the Application for Registration.

    Certificate of Existence: A certificate of legal existence, no more than 90 days old, issued from the domestic state must accompany the filing.

    Filing and Execution: The filing is signed by an officer or authorized person of the company and submitted to the TX SOS. Faxed copies are acceptable.

    Filing Fee: $750.00. Turnaround time is 7-10 days. You can expedite for $25.00 with 24-48 hour turnaround.

    If the entity has transacted busienss in the state for more than 90 days prior to filing the Application of Registration, the Secretary of State may require a late filing fee equal to the registration fee for each year of the delinquency.

    Post-Filing: Submit to the Comptroller of Public Accounts, Franchise Setups and Data Corrections Section upon receipt of evidence of registration the Texas Nexus Questionnaire. The questionnaire will be used to determine the entity's franchise tax responsibility in the State of Texas.


    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC Formation Summary (Texas)
    Pursuant to the Texas Business Organizations Code 3-101 et seq.) a limited liability company forming in Texas files Certificate of Formation - LLC with the Texas Secretary of State (TX SOS).

    Online Filing: Certificate of Formation-LLC (form 205) may be filed online via SOS Direct. An account is opened for free. A credit card is provided and will be charged only when a filing or request is made. Filing fee is $300.

    LLC Name: The LLC name must contain the word(s) "limited-liability company" "limited company" or "limited L.L.C." "LLC" or "LC", company may be "Co."

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Executed by organizer and resident agent. Faxed copies acceptable.

    Filing Fee: $300.00. Turnaround time is 7-10 days. You can expedite for $25.00 with 24-48 hour turnaround.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • UCC Filings (Texas)
    UCC Financing Statements are filed in Texas with the Texas Secretary of State (TX SOS). Fixture filings will be filed at the county level where the mortgage is registered.

    Online Filing: UCC financing statements may be filed online.

    Paper filed UCCs are filed as they are received. Without using a service company, turn around time for UCC filings to be returned to the filer is 3-5 business days.

    UCC Forms

    Fees


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.


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