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The board of directors of a Texas corporation may consist of one or more members with the number being repaired by, or in the way supplied in, the articles of incorporation or the bylaws, supplied however that the number constituting the preliminary board of directors will be fixed by the short articles of incorporation.
Such other officers and assistant officers and representatives as may be considered needed might be elected or appointed by the board of directors or chosen in such other way as might be recommended by the corporation’s laws. The very same person might simultaneously hold more than one workplace. A yearly shareholders’ meeting shall be held at such time as might be mentioned in or repaired in accordance with the laws.
Investors’ meetings might be held within or without the state of Texas as might be mentioned in or fixed in accordance with the laws. Regular board of directors’ meetings may be held with or without notification, as prescribed in the bylaws. Unique board of directors’ conferences shall be held upon such notice as prescribed in the laws.
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See the Texas State Government website . * For total and existing information concerning Texas corporations, check out . The info listed above is not an attempt to provide all you require to know when forming a corporation in Texas but rather to call your attention to some standard info and requirements you may need to know as you submit info to form your corporation or LLC. Max Filings is dedicated to assisting entrepreneur much like you.
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To form a corporation in Texas, you require to take the steps stated listed below. To learn what’s needed to form a corporation in any other state, see Nolo’s 50-State Guide to Forming a Corporation . Pick a business name. File Certificate of Development. Select a signed up representative. Prepare a business bylaws. Designate directors and hold very first meeting. Concern stock. Adhere to other tax and regulative requirements. Your corporation’s name should contain one of the following words: “Integrated,” “Corporation,” “Business,” “Limited,” or the abbreviation “Corp.,” “Inc.,” or “Co.,” or “Ltd.” Your corporation’s name should be distinguishable from the names of other service entities currently on file with the Texas Secretary of State.
You may schedule a name for 120 days by submitting a SOSDirect website or by mail. Your corporation is lawfully created by filing a Certificate of Formation For-Profit Corporation with the Texas Secretary of State. The certificate needs to consist of the business name; the name and address of the agent for service of process; the name and address of the initial directors; the number of shares the corporation is authorized to issue and whether they have a par worth or no par value; the name and address of the organizer; and the effective date of the certificate.
The filing cost is $300. Every Texas corporation should have an Include Your Business , by Anthony Mancuso (Nolo). Keep your laws, meeting minutes, and other important corporate papers in a business records book. This can be a basic 3 ring binder or corporate records kit you buy through a corporate kit supplier.
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The incorporator– the person who signed the articles– need to select the preliminary corporate directors who will serve on the board up until the very first yearly meeting of investors (when the board members who will serve for the next term are chosen by the shareholders). The incorporator needs to fill out an “Incorporator’s Statement” revealing the names and addresses of the preliminary directors.
The declaration need not be filed with the state. You must hold your very first conference of the corporation’s board of directors to select corporate officers, embrace laws, choose a business bank, authorize issuance of shares of stock, set the corporation’s fiscal year, and adopt a main stock certificate type and business seal.
Concern stock to each shareholder in return for their capital contributions of money, residential or commercial property, services, or all three. Small corporations usually provide paper stock certificates. Get in each shareholder’s name and contact info in the corporation’s stock transfer journal. Texas provides corporations the choice of developing a par value for their stock or releasing no par worth shares.
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See Nolo’s article ” A share of stock in your corporation is categorized as a security under state and federal securities laws that regulate the deal and sale of business stock. Nevertheless, federal law excuses personal offerings: a non-advertised sale to a limited number of people (normally 35 or less).
Texas excuses from state registration unadvertised sales to no more than 35 investors who are either advanced financiers, or people with a preexisting relationship with the corporation or its creators, principal investors, officers or directors. No Texas state securities filings are required for such exempt offerings. For more details, see the Texas State Securities Board Exemptions from Registration webpage.