What is a Texas Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Texas then you will
most likely need to form a Texas Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Texas then you will
most likely need to form a Texas Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Texas Secretary of State.
A Texas Professional Corporation may render Professional Services in the state of Texas
only through individuals licensed or otherwise authorized in Texas to render the specific Professional Service.
Depending on exactly what it is that you want to do in Texas, approval from a specific Texas state agency or board may be required before the TX Secretary of State will approve a new
Texas Professional Corporation filing.
This could add to the total processing time for a new Texas Professional Corporation.
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What are the advantages of a Texas Professional Corporation? |
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Texas Professional Corporations are commonly formed by a group of licensed Professionals who want to open a joint practice.
The main advantage of Forming a Texas Professional Corporation is that malpractice by one of the Professionals will not be
held against the other Professionals if they we're not involved in the malpractice.
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Do I need a lawyer to Form a Professional Corporation in Texas? |
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The short answer is no.
The state of Texas does not legally require a lawyer to form a
Texas Professional Corporation.
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The short answer is no.
The state of Texas does not legally require a lawyer to form a
Texas Professional Corporation.
Our detailed Professional Corporation Information page may help you understand some
of the implications of forming a Texas Professional Corporation.
However, if there is anything about Forming a Professional Corporation in Texas
that you're not sure about you should seek the advice of a competent Texas lawyer, a Texas accountant,
or both before you Form a Professional Corporation in Texas.
Once you have made the decision to Form a Professional Corporation in Texas, a Texas lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Texas Professional Corporation.
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Do I have to Reserve a Company Name before I Form a Professional Corporation in Texas?
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You are not legally required to reserve a Company Name for a new Texas Professional Corporation before you submit your application to Form a Professional Corporation in
Texas.
Whether or not you need to reserve a company name for your new Texas Professional Corporation depends entirely on your business situation.
The Texas Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Texas Company Name.
Click here for more information on
Texas Company Name Reservation
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What if the Texas Professional Corporation Name I want is already taken?
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If the Name you have chosen for your new Texas Professional Corporation is already in use by a currently active
Texas Corporation or LLC, and you still want to use that Professional Corporation Name, then you will have to register a DBA Name with the Texas Secretary of State. "DBA" is an abbreviation for "Doing Business As."
In Texas a DBA Name is called a Assumed Name.
We verify that the Name you have chose for your new Texas Professional Corporation is available before we submit
your Incorporation filing to the Texas Secretary of State.
If necessary we can register a Assumed Name in Texas for you so that you can open your new Texas business as quickly as possible.
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Are there any Company Name restrictions for a TX Professional Corporation? |
A Texas Professional Corporation corporate name must comply with all laws and regulations for regular Texas
Corporation corporate names.
In addition, a Texas Professional Corporation corporate name may not contain any language stating or implying that it is
incorporated for a purpose other than that authorized by its Articles of Incorporation.
A Texas Professional Corporation corporate name must also conform with the name regulations of
any applicable Texas Professinal licensing board.
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What do I have to do to Form a Professional Corporation in Texas?
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8 things you have to do in order to Incorporate in Texas.
1. Choose a name for your Texas Professional Corporation
2. Select an official address and a Registered Agent for your Texas Professional Corporation
3. Choose a Board of Directors for your Texas Professional Corporation
4. Decide who will be Officers for your Texas Professional Corporation
5. Determine how you want your Texas Professional Corporation to be taxed
6. File Articles of Incorporation with the Texas Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Texas Professional Corporation
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Your Texas Professional Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Texas Professional Corporation name that you choose must be distinguishable from the name of any other registered Texas Professional Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Texas.
Your Texas Professional Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Texas Professional Corporation name must not be a name that is likely to mislead the public.
The name of a Texas Professional Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Texas Professional Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Texas Secretary of State (and pay a fee).
We will:
- Check to make sure that your Texas Professional Corporation name is available
- Make sure your Texas Professional Corporation name conforms to state of Texas regulations
- Reserve your Texas Professional Corporation name with the Texas Secretary of State
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2. Select an official address and a Registered Agent for your Texas Professional Corporation
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Every Texas Professional Corporation must have an address that is physically located in the state of Texas.
This address is "registered" with the Texas Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Texas to receive all correspondence on behalf of the Texas
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Texas Professional Corporations hire a Registered Agent because they don't have a physical
address within the state of Texas or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Texas Professional Corporation.
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3. Choose a Board of Directors for your Texas Professional Corporation
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All Texas Professional Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Texas Professional Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Texas Professional Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Texas or shareholders of the Texas Professional Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Texas Professional Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Texas Professional Corporation
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The Board of Directors elects Officers for your Texas Professional Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Texas Professional Corporation.
Officers handle the day to day operation of the Texas Professional Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Texas Professional Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Texas Professional Corporation.
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5. Determine how you want your Texas Professional Corporation to be taxed
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| The Texas Corporate Income Tax Rate is %.
You may form an S Corporation in Texas.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Texas Corporate Income Tax.
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Texas Professional Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Texas Secretary of State
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In order to form a Corporation in Texas you must file Articles of Incorporation with the Texas Secretary of State.
The Articles of Incorporation must include certain specific information about your Texas business. If the Articles do not conform exactly to state of Texas requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Texas Professional Corporation but you will have to pay a fee to the state of
Texas in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Texas Professional Corporation.
All Texas Professional Corporations are required to have an FEIN.
- We can obtain an FEIN for your Texas Professional Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Texas Professional Corporation.
When you form your Texas Professional Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Texas Professional Corporations hold 100% of the shares.
Stockholders in a Texas Professional Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Texas Professional Corporation is able to make all Corporate business decisions.
Texas Professional Corporations usually hold at least 51% of the corporate stock in order to retain control of the Texas Professional Corporation.
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What do I have to do after I form my Texas Professional Corporation? |
6 things you have to do after you Incorporate in Texas.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Texas for your TX Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Texas Professional Corporation reports
6. Keep proper records of your Texas Professional Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Texas Professional Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Texas Professional Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Texas Professional Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Texas law or
the Texas Professional Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Texas office.
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2. Open a Business Bank Account in Texas
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It's very important that you have a separate business bank account for your Texas Professional Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Texas Incorporation package.
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Note that forming a Texas Professional Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Texas Professional Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Texas Professional Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Texas Professional Corporation vary depending on your business activities
and the specific locations within the state of Texas in which you want to conduct business.
If your Texas Professional Corporation will be selling products in Texas you may be required to obtain a Reseller's Permit from the appropriate
Texas state agency.
If your Texas Professional Corporation will be selling products in Texas you will also be responsible for all applicable local and state of Texas
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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Every Texas Professional Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Texas Professional Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Texas Professional Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Texas Professional Corporation into a form that complies with all
state of Texas requirements.
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5. File the required Texas Professional Corporation reports
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Texas Corporations do not file Annual Reports with the TX Secretary of State. A Texas Corporation is, however, responsible for Texas state franchise taxes and must file Annual Franchise Tax reports with the office of the Texas Comptroller.
A Public Information Report is part of the report a TX Corporation files with the Texas Comptroller. The Public Information Report lists the names of Officers and Directors of the Texas Corporation at the time the report is filed.
A TX Corporation's initial Public Information Report report is due one year and 89 days after the Incorporation date of the Texas Corporation. | After the initial Public Information Report is filed with the TX Comptroller, a Texas Corporation is required to file an Annual Public Information Report EACH year by May 15.
A franchise tax report must be filed with the Texas Comptroller, even if no tax is due from the Texas Corporation. |
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6. Keep proper records of your Texas Professional Corporation on file
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Keep the following records on file and available at the principal business office of your Texas Professional Corporation:
- Names and addresses of all Directors and Officers of the Texas Professional Corporation
- Articles of Incorporation for the Texas Professional Corporation and any Amendments to them
- Corporate Bylaws for the Texas Professional Corporation and any Amendments to them
- List of current shareholders of the Texas Professional Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Texas Professional Corporation
- Copies of all tax returns and Annual Reports for the Texas Professional Corporation for the last 3 years
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What information do I need in order to Form a Professional Corporation in Texas? |
In order to Incorporate in Texas you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Texas you'll need the following information about your new Company:
- The name of your new Texas Professional Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Texas (not a PO Box)
- Name and address of your Texas Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Texas Professional Corporation
- When the Texas Professional Corporation will start and when it will cease to exist (normally the Corporation starts on the date the application is filed and will exist perpetually)
- Names and addresses of the initial Directors of the Texas Professional Corporation
- The number of shares of stock that the Texas Professional Corporation will be authorized to issue
- The par value of the shares which the Texas Professional Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Texas becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Texas.
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How long does it take to Form a Professional Corporation in Texas? |
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Processing times for new Texas Professional Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Texas Articles of Incorporation takes the state around 5-7 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Texas LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE TEXAS SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Texas Secretary of State.
In our experience 5-7 business days is the time it usually takes the Texas Secretary of State to process
a new Texas Professional Corporation application.
We get your Texas Professional Corporation application to the TX Secretary of State ASAP.
Once it is at the state we have no control over the new Texas Professional Corporation application process.
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Are there any Expedited Processing Options for new TX Corporation Filings?
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| For an additional $25 the Texas Secretary of State will guarantee processing your application for a new Texas Corporation within one day. |
How much does it cost to Incorporate in Texas? |
The state of Texas charges $300.00 to Incorporate a Profesional Corporation.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the TX Secretary of State.
If you choose All Business Documemnts to help you form your Professional Corporation in Texas our processing fees are $125.00.
We start processing your new Texas Professional Corporation order as soon as we get it.
Total cost includes:
- TX Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Texas Secretary of State
- Certified Copies of Articles of Incorporation
- Texas Professional Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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