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==This page is a part of the McNair Center'''Basic process:'''=='''Step 1: s [[Guide to Small Business Structure and Name''' in Houston]].

Determine the legal structure of the This is an overview on how to create a business in Texas. For more comprehensive guidance and properly file assistance, consult the business name with the state and/or county.#[[Sole Proprietorship]]#[[For Profit Corporation]]#[[Professional Corporation]]#[[Professional Association]]#[[General Partnership]]#[[Limited Partnership]]#[[Limited Liability Partnership]]#[[Limited Liability Company]](Above information are obtained from Texas Small Business Handbook [https://texaswideopenforbusiness.com/sites/default/files/pdfs/smallbusinesshandbook.pdfTexas Small Business Handbook]).

'''Step 2: Tax ResponsibilitiesDetermine the legal structure of the business and properly file the business name with the state and/or county.'''

Determine the potential tax responsibilities of the new business on the federal, state, and local level*Search for existing [http://www.uspto.gov/trademarks-application-process/search-trademark-database trademarks] - Free

'''Step 3*Prepare a certificate of formation: Business Licenses **Download the [http://www.sos.state.tx.us/corp/forms/201_boc.pdf form] - $300**Or file online at [http://www.sos.state.tx.us/corp/sosda/index.shtml SOSDirect] ($300) and prepare the following necessary information:***The name and type of entity being formed;*** The names and addresses of directors and registered agents;*** The number and value of initial authorized shares;*** The business purpose for which the entity is being formed;*** The name and address of the organizer (i.e., the person responsible for incorporating the company); *** The effectiveness of the filing, which means when you want the document and the entity to become effective; and Permits'''***The signature of the organizer.

==='''Step 42: Business Employer RequirementsTax Responsibilities''' ===

'''Determine the potential tax responsibilities of the new business on the federal , state, and state employer requirements. There are various laws relating to employment of personnellocal level.'''

==*'''More Details on How to Incorporate in Texas:State Taxes'''==When you create **The state of Texas imposes a business in Texasstate sales tax on "all retail sales, you have the opportunity to choose from multiple business structures including for-profit leases and nonprofit corporations. You can incorporate in Texas by naming your company, choosing a registered agentrentals of goods, selecting board members and filing a Certificate of Formationservices that are expressly enumerated as taxable under the Texas Tax Code. In addition" Additionally, if you have already incorporated in another state but wish to do any taxable business in Texaschartered, organized, you may have or doing business is subject to register your foreign corporation with the a statefranchise tax. That said, most small businesses are exempt from this kind of tax.

=== Choosing a *'''Local Taxes'''**Business Structure ===# Consult an attorney. The process of choosing a business structure can Inventory Taxes will be complicated and daunting. However, with collected at the help of an attorneylocal level, you will be able to talk about what you expect your corporation to although many municipalities do and how you want to run your business and not tax items that fall under “Goods in return Transit Exemption” or the attorney will be able to advise you on different structures.“Freeport Exemption.”  *'''Other Taxes'''#* To find a qualified business attorney, ask your friends and colleagues for a recommendation*The Texas Workforce Commission will collect Unemployment Insurance tax from most businesses. A lot of people deal with business attorneys through their jobs   ==='''Step 3: Licensing and through their personal dealings. If they know one, they should be able to tell you about what they liked and didnPermits'''t like about their experience.=== #* If you are having trouble finding '''Determine necessary licenses, permits, certifications, registrations, and/or authorizations for a recommendationspecific business on the federal, visit your state's bar association , and use their lawyer referral service or search database. Using these tools, you should be able to find a well qualified and honest attorney to help you with your decisionslocal level.''' # Decide how you want your business to operate. Before you incorporate you will want to discuss how you want to run your business. Would you like to have passive owners (i.e*Create bylaws.While Texas does not set out any concrete requirements for a corporation's bylaws, the bylaws usually contain information about internal rules and procedures, responsibilities of officers, passive shareholders) or would you like to have member-managers (common in nonprofits)? Would you like the purpose size of your organization to be charitable or something more commercial? These are just some of the questions you should contemplate before starting the incorporation processthe board, how shareholder meetings will be held.[http://www.# Think about where you would like to incorporate. You do not need to incorporate in Texas in order to transact business in Texasdmlp. org/legal-guide/forming-corporation-texas]** You can choose don't have to incorporate in any state you want to. Whichever state you choose to incorporate in is file these bylaws with the state whose law will govern your corporationSecretary of State. However, if you do not incorporate in Texas and law requires you want to transact business in Texas, you will have to register keep this document at your foreign corporationmain office.[http://www.# Determine how you will use your business's profitsstatutes.legis.state. If you want to distribute your profits to shareholders and employees in the form of dividends and bonuses then you might want to consider creating a for-profit corporationtx. If, however, you want to take profits and put them back into your business or use them for charitable purposes, then you may want to use a nonprofit corporate structureus/DocViewer.aspx?DocKey=BO%2fBO.21&Phrases=%22Bylaws%22&HighlightType= Forming a For-Profit Corporation =1&ExactPhrase=True&QueryText=%22Bylaws%22]# Name your corporation** You can also look up [http://business.utsa. Texas law requires that your corporation have a business nameedu/cite/files/spring15/12083328_2_Bylaws%20(Texas%20Corporation). Once you come up with a name, you should trademark it pdf sample] Texas bylaws in order to protect its valueget an idea of what should be included. To trademark a name you will visit   *There is no general "business" license in the federal government's Patent and Trademark Office website, fill out the required forms, and file them online with the applicable feesstate of Texas.[http://www*There are different licensing procedures for various professions.uspto.gov/] The name you choose must meet the following requirements:#** The name must include one Texas Department of the following words or an abbreviation thereofLicensing and Registration has a full [http: "company," "corporation," "incorporated," or "limited//www.tdi.texas.gov/forms/fincolicense/fin325retalreqs.pdf list] of the specific professions that need additional accreditation."#* The name cannot be deceptively similar to You should also contact the name local government of another existing or registered business entity the city you are choosing to operate in Texas or a name that has been reserved by a to find out if there are any specific licensing needed to conduct business entity in Texas.[http://www.statutes.legis.state.tx.us/DocViewer.aspx?DocKey =BO%2fBO.5&Phrases=Directors&HighlightType=1&ExactPhrase'''Step 4: Federal and State Employer Requirements'''==False&QueryText=Directors] #* You may reserve a name for 120 days by filling out an Application for Reservation (Form 501) or Renewal of Reservation '''Determine federal and state employer requirements. There are various laws relating to employment of an Entity Name (Form 505) and paying a $40 feepersonnel. You can reserve a name online at [http''' Small business owners must fulfill requirements related to://www.sos.state.tx.us/corp/sosda/index.shtml http://www.sos.state.tx.us/corp/sosda/index.shtml] or by completing Form 501 located at [http*Americans with Disabilities Act requirements*Equal Employment requirements*Safety requirements*Wage and Labor requirements*New Hire Reporting*Workers' Compensation Insurance reporting*Labor Posters placement*Other relevant requirements ==Common Forms and Fees for Texas Small Businesses== {| class="wikitable sortable" style="border://www.sos.state.tx.us/corp/forms/501_boc.pdf http1px solid darkgray; bgcolor://www.sos.state.tx.us/corp/forms/501_boc.pdf].#f9f9f9"# Appoint directors. Directors (or the board of directors) are the people responsible for managing the business of the corporation. Talk with possible candidates |+ align="center" size="14px"|'''Common Forms and ask if they would be willing to act as a director. If you find one or more directors, you will use their names and other personal information when you prepare your certificate of formation.Fees'''| align="center" style="background:#*Texas requires that corporations have one or more directors.f0f0f0;"|'''Filing Type'''| align="center" style="background:#*There is no minimum age requirement for directors.f0f0f0;"|'''Additional Form(s)'''| align="center" style="background:#*Texas law does not require directors to be residents f0f0f0;"|'''Filing Fee ($)'''|-| Certificate of Texas or shareholders fact||||15|-| Expedited processing of the corporation. However, the corporation’s bylaws a request for a certified copy or certificate of status or fact||||10|-| Certificate of formation may require itfor an entity (except nonprofit corporation, cooperative association, PA or LP).||[http://www.dmlpsos.state.tx.orgus/corp/legal-guideforms/forming-corporation-texas201_boc.pdf 201] # Choose a registered agent. Texas requires corporations to maintain a registered agent in the ,[http://www.sos.state. A registered agent is an individual Texas residenttx.us/corp/forms/203_boc.pdf 203], a domestic entity, or a foreign entity that has qualified or registered to transact business in Texas and who is responsible for receiving and forwarding service of process or official notices addressed to a corporation. entity.[http:[http://www.sos.state.tx.us/corp/registeredagentsforms/205_boc.shtmlpdf 205]#* Find someone who is willing to take on this duty and let them know you will be using their name, [http://www.sos.state.# Prepare a certificate of formation. In order to incorporate in Texas, your business must prepare a certificate of formation (Form 201). You can download the form at [http://www.sos.state.txtx.us/corp/forms/201_boc206_boc.pdf 206]||300|-| Certificate of formation for a nonprofit corporation||[http://www.sos.state.tx.us/corp/forms/201_boc202_boc.pdf202]. If you are going to file online, you do not need to download Form 201 but you will need to prepare all the necessary information. The form must include the following:||25|-| Certificate of formation for a cooperative association corporation||||25|-#*The name and type | Certificate of entity being formed;#* The names and addresses of directors and registered agents;#* The number and value of initial authorized shares;#* The business purpose formation for which the entity is being formed;#* The name and address of the organizer (ia limited liability partnership or LLLP||[http://www.sos.state.tx.eus/corp/forms/701_boc.pdf 701], the person responsible for incorporating the company); #* The effectiveness of the filing, which means when you want the document and the entity to become effective; and#*The signature of the organizer.[http[http://wwwformfiles.justia.com/pdf/texas/0285/52.pdf 703]||750|-| Name reservation (120 days) or renewal||[http://www.sos.state.tx.us/corp/forms/201_boc501_boc.pdf501]||40# File your certificate |-| Registration of formationtrademark||[http://www.sos.state.tx. Once you have prepared your certificate of formation, it must be delivered to the Secretary of State in person or by mail, courier, facsimile or electronic transmission, or any other comparable form of delivery.[http:us/corp/forms/www901.statutes.legis.state.tx.us/DocViewer.aspx?DocKey=BO%2fBO.3&Phrases=%22Certificate+pdf 901]||50 (per class)|-| Expedited processing of+Formation%22&HighlightType=1&ExactPhrase=True&QueryText=%22Certificate+a document submitted for filing (except trademark documents)||||25|} For a comprehensive list of+Formation%22] When you file you will also be required all forms used to pay register a filing fee of $300.business or nonprofit, please see [httpshttp://directwww.sos.state.tx.us/helpcorp/help-corpforms_boc.asp?pg=feeshtml the SoS's compiled list]. #* To file onlineFor a comprehensive list of all forms used to trademark corporations, you will use Texas' Secretary of State website (SOSDirect) at please see [http://www.sos.state.tx.us/corp/sosda/indextrademark.shtml http:the SoS's compilation of trademark forms]. For a comprehensive list of report forms, please see [http://www.sos.state.tx.us/corp/sosda/indexforms_reports.shtmlthe SoS's compiled list].#* If you are faxing your filings you can fax them to the number found on the Secretary of State's website.[The SoS has also created a [http://www.sos.state.tx.us/corp/optionsformationfaqs.shtmlBusiness Formation FAQ].# Create bylaws. While Texas does not set out any concrete requirements for ===Payment Methods=== Fees may be paid by:*Check (personal or firm checks accepted) or money order payable to the Secretary of State through a corporation's bylaws, they should usually contain information about internal rules and procedures, responsibilities U.S. Bank or financial institution*Credit card (Credit card payments are subject to an additional statutory convenience fee of officers, the size 2.7% of the board, how shareholder meetings will be held.amount charged.)*LegalEaseSM debit card*Prefunded SOS client account*Cash (for in-person submissions only) [[httpCategory://www.dmlp.org/legal-guide/forming-corporation-texas]SBDE]]#* You don't have to file these bylaws with the Secretary of State but Texas law requires you keep this document at your main office.[http://www.statutes.legis.state.tx.us/DocViewer.aspx?DocKey=BO%2fBO.21&Phrases=%22Bylaws%22&HighlightType=1&ExactPhrase=True&QueryText=%22Bylaws%22]#* You can also look up sample Texas bylaws in order to get an idea of what should be included.[http://business.utsa.edu/cite/files/spring15/12083328_2_Bylaws%20(Texas%20Corporation).pdf]# Request an Employer Identification Number (EIN). Texas requires that you have an EIN, also known as a federal tax identification number, which is used to identify businesses for tax purposes.#*You can apply online for an EIN at [https://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/How-to-Apply-for-an-EIN https://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/How-to-Apply-for-an-EIN].# Maintain corporate records. Texas corporations are required to maintain the following information:#* Books and records of accounts;#* Meeting minutes for director, owner or member meetings; and#* A current record of the name and mailing address of each owner or member of the corporation.[http://www.statutes.legis.state.tx.us/DocViewer.aspx?DocKey=BO%2fBO.3&Phrases=business%7crecords&HighlightType=1&ExactPhrase=False&QueryText=business+records] # Comply with tax requirements. Corporations formed in Texas may be subject to a variety of taxes, including:#* Franchise tax;#* State sales tax;#* Federal income tax; and/or#* Federal employment tax.[http://comptroller.texas.gov/tba/paytax.html]=== Creating a Nonprofit Corporation ===# Create a name. Texas law requires that your corporation have a business name. Once you come up with a name, you should trademark it in order to protect its value. To trademark a name you will visit the federal government's Patent and Trademark Office website, fill out the required forms, and file them online with the applicable fees.[http://www.uspto.gov/] Your nonprofit organization's name does not have to contain "Inc.", "Ltd.", "Incorporated", or "Company".[http://texascbar.org/wordpress/wp-content/uploads/2011/07/FormingNonProfitTX_REV15_Web.pdf]#* The name cannot be deceptively similar to the name of another existing or registered business entity in Texas or a name that has been reserved by a business entity in Texas.[http://www.statutes.legis.state.tx.us/DocViewer.aspx?DocKey=BO%2fBO.5&Phrases=Directors&HighlightType=1&ExactPhrase=False&QueryText=Directors] #* You may reserve a name for 120 days by filling out an Application for Reservation (Form 501) or Renewal of Reservation of an Entity Name (Form 505) and paying a $40 fee. You can reserve a name online at [http://www.sos.state.tx.us/corp/sosda/index.shtml http://www.sos.state.tx.us/corp/sosda/index.shtml] or by completing Form 501 located at [http://www.sos.state.tx.us/corp/forms/501_boc.pdf http://www.sos.state.tx.us/corp/forms/501_boc.pdf].# Prepare your certificate of formation. Your certificate of formation is the document you will file with the Secretary of State that will form your nonprofit. When you are forming a nonprofit you will use the Secretary of State Form 202.[http://www.sos.state.tx.us/corp/forms/202_boc.pdf] Your certificate of formation needs to include the following:#* A purpose clause, which will define the charitable purpose of your nonprofit corporation;#* IRS language, which needs to be included in order to get federal tax-exemption and deals with inurement and dissolution;#* The names of initial directors, which in Texas there must be a minimum of three;#* The name of the incorporator who signs the certificate;#* The name and address of a registered agent who will receive all official business correspondence; and#* The names of members.[http://texascbar.org/wordpress/wp-content/uploads/2011/07/FormingNonProfitTX_REV15_Web.pdf]# File your certificate of formation. After preparing your certificate of formation you will need to file it with the Secretary of State. It can be filed in-person, through the mail, through fax, or online.[http://texascbar.org/wordpress/wp-content/uploads/2011/07/FormingNonProfitTX_REV15_Web.pdf] If you are filing online you can use the SOSDirect website.#* When you file you will be required to pay a $25 filing fee.[https://direct.sos.state.tx.us/help/help-corp.asp?pg=fee]# Prepare bylaws. Your initial board of directors should create a set of bylaws and one will be necessary if you are filing for federal tax exemption. The bylaws should contain information about:#* Meetings;#* Leadership;#* Quorums;#* Controls; and#* Committees.[http://texascbar.org/wordpress/wp-content/uploads/2011/07/FormingNonProfitTX_REV15_Web.pdf]# Request an EIN. Texas requires that you have an EIN, also known as a federal tax identification number, which is used to identify businesses for tax purposes.#*You can apply online for an EIN at [https://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/How-to-Apply-for-an-EIN https://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/How-to-Apply-for-an-EIN].# Prepare your federal tax-exemption application. To file for federal tax exemption you will need to fill out Internal Revenue Service (IRS) Form 1023. The form can be completed online and must be filed along with a $400 filing fee. Form 1023 must include:#* A copy of your certificate of formation;#* A copy of your bylaws;#* Financial statements;#* Your EIN; and#* Other required fiscal information.[http://texascbar.org/wordpress/wp-content/uploads/2011/07/FormingNonProfitTX_REV15_Web.pdf]# Apply for state tax exemptions. Texas nonprofit corporations are required to pay all the same state taxes a for-profit corporation does unless you file for exemptions. In general you will have to file for sales, franchise, and hotel tax exemptions from the Texas Comptroller and property tax exemptions from the Local Tax Appraisal District.[http://texascbar.org/wordpress/wp-content/uploads/2011/07/FormingNonProfitTX_REV15_Web.pdf]# Comply with annual reporting requirements. Nonprofit corporations are required to complete and submit a Periodic Report of a Nonprofit Corporation (Form 802), which can be found at [http://www.sos.state.tx.us/corp/forms/802_boc.pdf http://www.sos.state.tx.us/corp/forms/802_boc.pdf]. You can file this form online through SOSDirect.[http://www.sos.state.tx.us/corp/forms_reports.shtml]#* Form 802 simply asks you to keep the Secretary of State up-to-date regarding your corporation's name, directors, officers, offices, and any changes you may have to your corporate structure.#* The filing fee for Form 802 is $5.[https://direct.sos.state.tx.us/help/help-corp.asp?pg=fee]=== Registering Your Foreign Corporation ===# Determine whether you are an applicable business. Only certain business types are required to register with the Texas Secretary of State if they wish to transact business in Texas. All corporations, both for-profit and nonprofit, are required to register and are therefore applicable businesses.[http://www.sos.state.tx.us/corp/foreign_outofstate.shtml]# Decide whether you "transact business" in Texas. You only have to register your foreign corporation if you are, or will be, "transacting business" in Texas. Texas statutes do not define what it means to transact business, but they do include examples of things that are '''not''' included in that definition.[http://www.sos.state.tx.us/corp/foreign_outofstate.shtml] Those examples include:#* Holding a meeting in Texas;#* Having a bank account in Texas;#* Collecting a debt in Texas; and#* Transacting business in interstate commerce.[http://www.statutes.legis.state.tx.us/Docs/BO/htm/BO.9.htm#9.251]# Register your business name. You can register the name of your foreign corporation by completing an Application for Registration of An Entity Name (Form 502).[http://www.sos.state.tx.us/corp/forms/502_boc.pdf] While this form does not give you permission to transact business in Texas, it allows you to reserve or register your business name while you prepare your business registration paperwork. When you file Form 502, which you can do online through SOSDirect, you will have to pay a $40 filing fee.[http://www.sos.state.tx.us/corp/forms_boc.shtml][https://direct.sos.state.tx.us/help/help-corp.asp?pg=fee] The form will require you to provide the following information:#* The entity’s name and address;#* The jurisdiction where the entity was formed and the date of formation;#* The nature of the business;#* A Certification of Existence that demonstrates that the organization validly exists and is doing business in another jurisdiction; #* The signature of a governing person or a managerial official.[http://www.sos.state.tx.us/corp/foreignfaqs.shtml] # Prepare an application for registration. In order for a foreign corporation to transact business in Texas, the business must prepare an Application for Registration (Form 301). The application requires the following information:#* Business entity name and type as well as any assumed names;#* Federal Employer Identification Number;#* Business entity’s jurisdiction of formation and the date of formation;#* Certificate of Existence showing that the company is validly organized and identifying the laws under which the entity formed; #* A statement setting forth the business purpose and the activities the business intends to pursue in Texas;#* The beginning date of the business;#* Principal Office Address;#* Initial registered agent and office; and#* Governing persons and their addresses.[http://www.sos.state.tx.us/corp/forms/301_boc.pdf] # File your application for registration. Once you have prepared Form 301, you will need to file it with the Secretary of State, which you can do online through SOSDirect.[http://www.sos.state.tx.us/corp/forms_boc.shtml] When you file you will be required to pay a $750 filing fee.[https[category://direct.sos.state.tx.us/help/help-corp.asp?pg=feePublic]]