Form 201 – Certificate of Formation for a For-Profit Corporation

Jurisdiction: United States | Texas

What is a Form 201 – Certificate of Formation for a For-Profit Corporation?

Form 201 creates a Texas for‑profit corporation. It is the charter that brings your company into legal existence. You file it with the Texas Secretary of State. Once filed and accepted, your corporation exists as a separate legal entity.

You use this form to set your company’s legal basics. You pick the corporate name. You appoint a registered agent. You authorize shares. You identify initial directors. You can also add optional governance terms. Those terms can include preemptive rights and director liability limits.

Who uses this form?

Founders forming a Texas corporation use it. Law firms use it for clients. Accountants and advisors may prepare it. A solo founder can file it. A team of co‑founders can file it. Investors may request specific language before filing.

You need this form if you want a Texas corporation. It is not for an LLC. It is not for a nonprofit. It is not for a professional corporation. It is not for a foreign corporation registering in Texas. It is only for a domestic, for‑profit corporation.

Typical uses scenarios

You want limited liability and a shareholder structure. You plan to issue stock. You want a board of directors. You plan to seek investment that expects corporate stock. You want to run payroll and grant equity. You need a precise stock setup. Form 201 enables all of that.

You also use this form when converting another Texas entity to a corporation. You would include conversion steps and this certificate. You also use it after a reorganization if the transaction forms a new Texas corporation. In each case, Form 201 is the formation document. The corporation does not exist until this filing is accepted.

When Would You Use a Form 201 – Certificate of Formation for a For-Profit Corporation?

You use this form when you decide a corporation fits your goals. You may want to raise outside capital using preferred stock. You may want a board‑managed structure with clear fiduciary roles. You may plan equity compensation for employees. These features exist naturally in a corporation.

Use it before you open a bank account in the company’s name. Banks want proof that the entity exists. The accepted certificate is that proof. You may also need it before signing leases or major contracts. Many counterparties want to confirm your legal status.

Use it when you want limited liability. You separate your business from your personal assets. That requires using the corporate entity. Form 201 is the first step. You still need to follow corporate formalities. But you cannot do that until the entity exists.

Use it when you want to operate only in Texas for now. You can later register in other states as a foreign corporation. Form 201 remains your base document. Other states will ask for a certified copy. Plan ahead if you expect rapid expansion.

Use it when your name matters. You want a unique Texas corporate name. The certificate claims the name of your corporation upon approval. It also sets the correct corporate ending. That signals to the market that you are a corporation.

Do not use it for a nonprofit. Nonprofits use a different form. Do not use it for a professional practice that requires a professional entity. Professional corporations and professional associations have different rules. Use the proper form for those entities. If you intend to register an out‑of‑state corporation to do business in Texas, do not use Form 201. Use the foreign registration process instead.

Legal Characteristics of the Form 201 – Certificate of Formation for a For-Profit Corporation

The certificate is legally binding. It becomes binding when the Texas Secretary of State files it. Filing creates a distinct legal person. That person can own property. It can enter contracts. It can sue and be sued. It can issue shares. It can appoint officers and directors.

Enforceability rests on compliance with Texas law. The form must include required elements. The corporate name must meet naming rules. The registered agent must have consented. The registered office must be a physical Texas address. You must authorize at least one share. The organizer must sign. If these elements are complete, the filing is enforceable.

The certificate also binds the corporation to its own terms. If you include preemptive rights, they apply. If you include cumulative voting, it governs elections. If you limit director liability within legal limits, that clause applies. Investors often negotiate these points. The certificate is the place to codify them.

The certificate interacts with other corporate documents. It is the top‑level charter. Your bylaws sit under it. Bylaws fill in governance details. Bylaws cannot conflict with the certificate. Shareholder agreements can add further terms. But they also cannot override the certificate. Always align these documents.

The certificate influences your liability shield. Filing creates the shield. To keep it, you must treat the corporation as separate. Use a corporate bank account. Sign contracts in the corporate name. Hold board and shareholder actions properly. Issue shares under a clear plan. Track minutes and consents. Texas law expects basic corporate formalities.

The certificate also sets your share structure. You can authorize common stock only. Or you can authorize multiple classes. If you authorize classes, you must describe their rights. You can set par value or no‑par. You must be precise. Ambiguity on rights and preferences invites disputes.

The effective date matters. By default, the corporation exists on the filing date. You can choose a delayed date. Texas allows a short delay. This is useful for tax or deal timing. During the delay, the corporation does not yet exist. Plan your contracts and payroll accordingly.

Finally, the certificate places a public marker. It discloses your registered agent and office. It lists initial directors. It shows your share authorization. It records your organizer. This is a public filing. Keep that in mind when entering addresses.

How to Fill Out a Form 201 – Certificate of Formation for a For-Profit Corporation

Follow these steps in order. Have your name, address, and share plan ready. Keep your sentences short and precise within the form.

1) Decide on the corporate name and type.

• Choose a name that is distinguishable in Texas. Pick backups.
• Include a corporate ending. Use “Corporation,” “Company,” “Incorporated,” or “Limited.” Abbreviations work.
• Avoid restricted terms without approval. Avoid words that mislead about your purpose.
• Confirm the name fits your brand and market. Ensure it will fit on contracts and checks.

2) Complete Article 1: Entity name and type.

• Enter the full chosen name with the corporate ending.
• Confirm spelling and punctuation. They must match across all documents.
• The type is a for‑profit corporation. The form reflects this.

3) Appoint the registered agent and office.

• Choose a registered agent who will accept legal papers. They must consent to serve.
• The agent can be an individual Texas resident or a Texas organization.
• The registered office must be a physical Texas street address. No P.O. Box.
• Include the office’s city, state, and zip code. Confirm daytime availability.
• Keep proof of the agent’s consent in your records.

4) Complete Article 2: Registered agent and registered office.

• Enter the agent’s name exactly.
• Enter the physical street address. Include suite or floor if needed.
• Check the consent statement within the form. It affirms agent consent.

5) Name the initial directors.

• Texas corporations are managed by a board. List at least one director.
• Most corporations list three directors. Match your bylaws plan.
• Directors must be individuals. Include full names and mailing addresses.
• Choose reliable addresses. These will be public.

6) Complete Article 3: Directors.

• Enter each director’s name and address. Use separate lines for each.
• If you have more directors than spaces, add an attachment.
• Confirm these directors will serve until the first annual meeting.

7) Authorize the corporation’s shares.

• Decide total authorized shares. Many startups use a high number.
• Common choices include 10,000,000 no‑par common shares. Choose what fits.
• If you use par value, set a sensible number. Avoid odd par values.
• If you authorize multiple classes, define rights. Be precise and complete.
• Match this to your equity plan and investor expectations.

8) Complete Article 4: Authorized shares.

• State the number of authorized shares for each class.
• For each class, state par value or no‑par.
• If you have only one class, fill that section and move on.
• If you have two or more classes, attach detailed terms. Include voting, dividend, and liquidation rights. Note any conversion rights.
• Ensure class rights align with your bylaws and any term sheets.

9) State the corporate purpose.

• The standard purpose works for most. Use “any lawful purpose” language.
• If you have a regulated purpose, draft it carefully. Ensure compliance with Texas rules.
• Do not use this form for professional services that require a professional entity.

10) Complete Article 5: Purpose.

• Insert a broad lawful purpose. This supports future pivots.
• If you want a narrow purpose, write it clearly. Narrow language can limit you.

11) Identify the organizer(s).

• The organizer prepares and signs the form. One organizer is enough.
• The organizer can be a founder or a third party. They need a name and address.
• The organizer does not need to be a director or shareholder.

12) Complete Article 6: Organizer.

• Enter the organizer’s name and full address.
• If there are multiple organizers, list each one.
• Make sure the organizer will be available to sign.

13) Choose the effective date.

• Default effectiveness is on the filing date. This suits most filers.
• You can choose a delayed effective date. Keep it within the allowed window.
• A delayed date can align with tax or transaction timing.

14) Complete Article 7: Effectiveness.

• Select “upon filing” or choose a future date.
• If you choose a delayed date, enter the specific date.
• Do not pick a weekend or holiday if transactions depend on it.

15) Add supplemental provisions, if needed.

• Consider preemptive rights. Texas does not grant these by default.
• Consider cumulative voting. It applies only if you include it.
• Consider limits on director liability. Keep within legal limits.
• Consider indemnification provisions. Align with bylaws.
• Consider restrictions on share transfers. Common for closely held firms.
• Consider preferred stock terms. Include clear rights and preferences.

16) Complete Article 8: Supplemental provisions.

• Insert any optional clauses here or attach a separate page.
• Use clear headings for each provision. Keep the language exact.
• Ensure these clauses do not conflict with Texas law.

17) Add initial management statements, if desired.

• You can state how officers will be chosen. Usually, this sits in the bylaws.
• Many filers keep this section simple. Let the bylaws handle details.

18) Review name, agent, directors, and shares for accuracy.

• Cross‑check the name matches any name reservation.
• Confirm agent name and street address. Verify daytime coverage.
• Confirm director names and addresses. Match your internal consents.
• Confirm total authorized shares and class terms. Compare to your cap table plan.

19) Sign and date the certificate.

• The organizer signs. Use wet ink if filing by mail.
• Enter the date of signing. Type or print the organizer’s name below the signature.
• Electronic signatures are acceptable for electronic filing.

20) Prepare any attachments.

• Use attachments for extra directors or share classes.
• Label each attachment clearly. Reference the correct article.
• Keep formatting clean and legible.

21) Prepare the filing package.

• Include the completed certificate and attachments.
• Confirm the registered agent consent statement is included in the form.
• Keep the agent’s written consent in your records. Do not submit it.

22) File with the Texas Secretary of State and pay the fee.

• Choose electronic or paper filing. Electronic filing is faster.
• Pay the state fee. Confirm the correct amount before filing.
• Keep proof of submission and payment.

23) Wait for acceptance.

• The state will review the filing. They may contact you for corrections.
• If accepted, you receive evidence of filing. Save the file‑stamped copy.

24) Hold the organizational meeting.

• Adopt bylaws. Have the board approve them.
• Appoint officers. Set titles and authority.
• Approve a stock plan and form of stock certificates. Or opt for electronic book‑entry.
• Authorize share issuances. Approve consideration and vesting terms if used.
• Approve banking resolutions. Open a corporate bank account.

25) Issue shares and update records.

• Issue shares according to the board approval.
• Collect consideration. Money, property, or services as allowed.
• Deliver certificates or record electronic issuance. Update the stock ledger.
• Provide any required notices to shareholders.

26) Maintain compliance.

• Keep a registered agent at a Texas address. Keep consent on file.
• File any required reports when due. Track tax obligations.
• Keep minutes, consents, and key agreements. Maintain a record book.
• Update the Secretary of State if the agent or office changes.

Practical drafting tips can prevent delays. Use a broad lawful purpose unless you need limits. Authorize enough shares for near‑term needs. If you expect investors, consider two classes. Set a low par value or use no‑par. Align optional provisions with your long‑term plans. If you are unsure, keep the certificate lean and handle details in the bylaws and agreements.

Understand the parties named in the certificate. The corporation is the entity being formed. The registered agent is your point of contact for legal services. The initial directors govern until shareholders elect successors. The organizer is the signer who files the form. These roles may overlap, but they serve distinct functions.

Be precise with clauses. The rights of preferred stock must be complete. State voting, dividend, conversion, and liquidation terms. If you include preemptive rights, define their scope. If you limit director liability, state the exact legal standard. If you include indemnification, tie it to acts within duty bounds. Clarity here avoids later disputes.

Signatures must be correct. Only the organizer signs the certificate. Directors and shareholders do not sign this form. The registered agent does not sign the certificate. Their consent is noted in the certificate and kept in your records.

Use schedules or attachments when the form runs out of space. Add a schedule for additional directors. Add a schedule for share classes and rights. Each attachment should reference the related article. Keep the language consistent across the document.

After filing, your certificate becomes public. Keep personal addresses off the form if that concerns you. Use a business address where allowed. Confirm that the address can receive mail.

Lastly, remember that the certificate is your corporate foundation. It sets the ground rules. It signals your governance style. It frames your stock plan. Take the time to get it right. Build the rest of your corporate documents to fit this foundation.

Legal Terms You Might Encounter

• Registered agent means the individual or company you name to receive legal papers. On this form, you must list the agent and the registered office. The registered office must be a physical Texas address. A P.O. Box is not allowed. You also need the agent’s consent to serve.
• Registered office is the street address in Texas where your registered agent is available during business hours. You enter this address on the form. Use a real, physical location. Do not list your home state if you are out of state.
• Organizer is the person who signs and files the form. You, a lawyer, or another trusted person can serve as the organizer. The organizer does not need to be a director, officer, or shareholder. The organizer’s name and address appear in the signature block.
• Initial director is a person you may name to serve on the board until the first shareholder meeting. Listing initial directors is optional but helpful. If you list them, include names and addresses. If you do not, the organizer manages until directors are elected.
• Authorized shares are the total shares your corporation can issue. You set this number in the form. You can authorize more than you plan to issue. This gives you flexibility later without an amendment.
• Par value is the nominal value you assign to each share. You can set a par value or choose no par value. You must state one or the other on the form. Par value can affect accounting and how you set share prices.
• Effective date is when your corporation legally exists. You can choose the filing date or a delayed date. You can delay for up to a short period allowed by law. You can also tie effectiveness to a future event that you describe.
• Purpose describes what your corporation will do. You can use a broad purpose, such as “any lawful business.” You can also add a specific purpose if you want to set limits. You enter the purpose in the purpose section of the form.
• Supplemental provisions are extra rules you add to the certificate. You place them in the supplemental section. Common provisions include limiting director liability, indemnification, preemptive rights, and cumulative voting. Only include provisions you understand and intend to keep.
• Assumed name is a trade name that differs from your corporate name. The certificate of formation does not create an assumed name. If you plan to use another name, you will file a separate assumed name filing after formation.

FAQs

Do you need a registered agent in Texas?

Yes. You must keep a registered agent and a registered office in Texas at all times. The registered office must be a physical street address. You cannot use a P.O. Box. Get the agent’s written consent before you file. On the form, include the agent’s name and the office address. You also affirm the agent consented to serve.

Do you have to list initial directors on the form?

You do not have to. You may list one or more initial directors, with addresses. If you do not list them, the organizer handles initial tasks until directors are elected. Many filers list initial directors to avoid confusion in banking and startup steps.

Do you need to state a specific purpose?

No. A general-purpose clause works for most for-profit corporations. It keeps your business flexible. Use a specific purpose only if you want limits or must meet a regulatory need. You still include a purpose statement in the form.

Do you have to set the par value for shares?

You choose. You can authorize par value shares or no par value shares. You must state your choice in the form. Par value is a nominal number. It does not have to match your share price. If you are unsure, no par value is common and simple.

Do you list shareholders on the certificate of formation?

No. Shareholders are not listed on this form. You authorize shares in the form. You then issue shares after formation and record ownership in a stock ledger. Keep your stock records with your bylaws and minutes.

Do you need the registered agent’s signed consent attached?

You must have the agent’s consent. The form includes a consent statement for you to adopt. You do not have to attach a separate consent if you include that statement. Keep written evidence of consent in your records.

Do you need a Texas business address to form the corporation?

You need a Texas-registered office for the agent. Your principal office can be outside Texas. Use a physical Texas address for the registered office. Make sure the agent is available there to receive service during business hours.

Do you need bylaws to complete the filing?

You do not attach bylaws to the form. But you should adopt bylaws at the first organizational meeting. Banks and investors often ask for bylaws. Bylaws govern meetings, officer roles, share issuance, and more.

Checklist: Before, During, and After the Form 201 – Certificate of Formation for a For-Profit Corporation

Before signing: Information and documents you need

• A compliant corporate name with a proper ending.
• A Texas registered agent who has agreed to serve.
• A Texas registered office street address (no P.O. Box).
• A purpose statement (general or specific).
• The total number of authorized shares.
• Par value per share or a no par value choice.
• Whether you will list the initial directors and their addresses.
• The organizer’s name and address for the signature block.

Any supplemental provisions you want to include, such as:

• Limitation of director liability to the extent allowed by law.
• Indemnification rights for directors and officers.
• Whether shareholders have preemptive rights.
• Whether shareholders have cumulative voting.
• Supermajority voting or quorum rules, if desired.
• Your desired effective date or a delayed effective date.
• Written consent from the registered agent to serve.

During signing: Sections to verify

• Name: Confirm the exact spelling, including the corporate ending.
• Registered agent: Confirm full legal name and agent consent.
• Registered office: Confirm a physical Texas street address.
• Purpose: Confirm a clear general-purpose clause or specific purpose.
• Shares: Check the authorized number and par value or no par value.
• Initial directors: If listed, verify names and addresses match IDs.
• Supplemental provisions: Ensure they are consistent with your bylaws.
• Effective date: Confirm filing date or a specific delayed date.
• Organizer signature: Sign and date. Print the organizer’s name.
• Legibility: Use clear, complete addresses. Avoid abbreviations that confuse delivery.
• Consistency: Make sure bylaws will not conflict with the certificate.

After signing: Filing, notifying, and storing

• File the certificate with the state filing office and pay the fee.
• Wait for confirmation that the filing is approved and effective.
• Save the file-stamped certificate and any receipt in your records.
• Request a copy or certified copy if you need one for banks or partners.
• Notify your registered agent that the filing is complete.
• Hold an organizational meeting to adopt bylaws and appoint officers.
• Approve a share issuance plan and set the consideration for shares.
• Prepare and issue stock certificates or digital entries in your stock ledger.
• Apply for an EIN and open a business bank account.
• Set up your corporate records book for minutes, bylaws, and consents.
• Register for tax accounts as needed. Calendar annual filings.
• File an assumed name filing if you will use a different trade name.
• Store the consent of the registered agent with your records.

Common Mistakes to Avoid

• Don’t forget the registered agent’s consent. If you list an agent who has not agreed, you risk rejection or failed service. Missed service can lead to default judgments.
• Don’t use a P.O. Box for the registered office. The filing office requires a physical Texas address. Using a P.O. Box can cause rejection and delays.
• Don’t authorize too few shares. If you run out, you may need an amendment. Amending takes time and money. Authorize a reasonable cushion now.
• Don’t leave share terms unclear. You must choose par value or no par value. If you mix terms or omit them, your filing can be rejected. It also creates accounting headaches.
• Don’t overlook key supplemental provisions. If you want preemptive rights, cumulative voting, or director liability limits, say so now. Adding them later may require shareholder approval and an amendment.
• Don’t mismark the effective date. A wrong, delayed date can disrupt contracts and tax timing. Confirm the date aligns with your launch plan.
• Don’t forget to adopt bylaws after filing. Without bylaws, officer authority is unclear. Banks may refuse to open accounts. Governance disputes become more likely.

What to Do After Filling Out the Form

1. File the certificate. Submit the signed certificate and the fee to the state filing office. You can file online or by mail, where available. Keep proof of submission.
2. Track status. Processing times vary. Do not sign contracts as a corporation until the filing is effective. Use your personal name or “to be formed” wording if you must sign earlier.
3. Receive approval. Once approved, you will receive a file-stamped copy or notice. Confirm the entity name, file number, and effective date.
4. Hold the organizational meeting. The organizer or initial directors call the meeting. Adopt bylaws. Elect or confirm the board if needed. Appoint officers. Approve the share issuance plan.
5. Issue shares. Record each issuance in your stock ledger. Show the number of shares, class (if any), date, consideration, and owner. Provide stock certificates or electronic confirmations if you use them.
6. Set up the corporate record book. Include the file-stamped certificate, bylaws, minutes, consents, stock ledger, resolutions, and the registered agent consent. Keep both digital and paper copies.
7. Obtain an EIN. Apply for a federal employer identification number. You need it for banking, payroll, and most tax registrations.
8. Open a bank account. Bring the certificate, bylaws, EIN, and a director’s resolution authorizing signers. Keep signature authority up to date as officers change.
9. Complete tax registrations. Register for state franchise tax and any other required tax accounts. Calendar due dates for the annual franchise tax and information filings. Avoid penalties by setting reminders.
10. Review licenses and permits. Check city, county, and industry rules. Apply for any required permits before you start operations. Keep copies with your corporate records.
11. Consider insurance. Review general liability, property, and professional coverage. Confirm certificates before you sign leases or client contracts.
12. Adopt internal policies. Approve a consent to electronic notices, expense policies, and banking resolutions. Align these with your bylaws.
13. File an assumed name if needed. If you will use a different trade name, file the assumed name. Use the exact corporate name in contracts unless the assumed name is active.
14. Maintain your registered agent. Keep the agent’s contact details current. If you change your agent or office, file the required state update promptly.
15. Plan for compliance. Set a calendar for board meetings, annual shareholder meetings, and minute approvals. Review director and officer appointments each year. Update your stock ledger after any transfer.
16. Amend when needed. If you change the name, share authorization, or purpose, file an amendment. For a change in registered agent or office, submit the appropriate update. Make sure board and shareholder approvals are in place before you file.
17. Keep good records for investors. Investors will ask for your certificate, bylaws, cap table, and minutes. Accurate records save time and prevent rework during diligence.
18. Prepare for hiring. If you will hire, set up payroll accounts and worker policies. Confirm officer authority to sign employment and equity documents. Update your stock plan and board approvals as needed.
19. Revisit your share structure. As you grow, you may add classes or increase authorized shares. Work with your board to plan any changes before they are urgent.
20. Align contracts with your new entity. Use the full corporate name in all agreements. Make sure officers sign on behalf of the corporation. Update vendor and landlord records to reflect the new entity.
21. Store everything securely. Keep your formation documents, consents, and key approvals backed up. Limit access to authorized officers. Update your records after each corporate action.