Articles of Incorporation for a profitable company (Texas)
This form is to incorporate a profitable corporation in Texas. The form registers the name of the corporation, registered agent and address, and the initial board of directors. The form provided here is simply a sample of what the actual Form 201 looks like.
Articles of Incorporation
Pursuant to Article 3.02
Texas Business Corporation Act
Form 201
Article 1 - Corporate Name
The name of the corporation is as set forth below:
____________________________________
The name must contain the word "corporation," "company," "incorporated," or an abbreviation of one of these terms. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended.
Article 2 - Registered Agent and Registered Office (Select and complete either A or B and complete C)
___ A. The initial registered agent is a corporation (cannot be corporation named above) by the name of:
OR
___ B. The initial registered agent is an individual resident of the state whose name is set forth below:
First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
C. The business address of the registered agent and the registered office address is:
Street Address ____________________________
City ____________________________
TX
Zip Code ____________________________
Article 3 - Directors
The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are set forth below:
Director 1: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Director 2: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Director 3: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Article 4 - Authorized Shares
___ A. The total number of shares the corporation is authorized to issue is _______ and the par value of such authorized shares is $_________
OR (You must select and complete either option A or option B, do not select both.)
___ B. The total number of shares the corporation is authorized to issue is ______ and the shares shall have no par value.
If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, the par value (or statement of no par value), and the preferences, limitations, and relative rights of each class in the space provided for supplemental information on this form.
Article 5 - Initial Capitalization
The corporation will not commence business until it has received for the issuance of its shares consideration of the value of one thousand dollars ($1,000).
Article 6 - Duration
The period of duration is perpetual.
Article 7 - Purpose
The purpose for which the corporation is organized is for the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.
Supplemental Provisions/Information
Incorporator
incorporator is set forth below.
Name ___________________________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Execution
The undersigned incorporator signs these articles of incorporation subject to the penalty imposed by article 10.02, Texas Business Corporation Act, for the submission of a false or fraudulent document.
Signature of incorporator
________________________________
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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Form 201--General Information
(Articles of Incorporation--Profit)
The attached form is a standardized form designed to meet minimal statutory filing requirements pursuant to the relevant statutory provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist.
Article 1--Corporate Name: Provide a corporate name and organizational ending. If the name chosen is the same as or deceptively similar to, or similar to the name of an existing corporation, limited partnership, or limited liability company, the document cannot be filed. The administrative rules adopted for determining entity name availability (Texas Administrative Code, Title 1, Part 4, Chapter 79, Subchapter C) may be viewed at www.sos.state.tx.us/tac/index.html. If you wish the secretary of state to provide a preliminary determination on "name availability," you may call (512) 463-5555 or email your name inquiry to [email protected]. A final determination cannot be made until the document is received and processed by the secretary of state. Do not make financial expenditures or execute documents utilizing the name "pre-cleared." Also note that the pre-clearance of a name or the issuance of a certificate of incorporation under a name does not authorize the use of a name in violation of another person's rights to the name.
Article 2--Registered Agent and Registered Office: The registered agent can be either an individual resident of the state (Option B) or a Texas corporation or foreign corporation with a certificate of authority to transact business in Texas (Option A). The corporation however may not be designated to serve as its own registered agent. A post office box is not sufficient as a registered office address unless the registered office is located in a town with a population of less than 5,000.
Article 3--Directors: A minimum of one director is required. A director must be a natural person; there are no residency requirements for directors. Please note that this form should not be used if you wish to form a close corporation or to form a corporation that is managed by a shareholders agreement.
Article 4--Authorized Shares: Shares represent ownership interest in the corporation. The total number of shares that the corporation will have authority to issue must be provided in the space provided in option A or option B of Article 4. Select and complete option A if your shares are to have a stated par value, or select and complete option B if the shares are without a stated par value.
Option A--Par Value: "Par value" means the stated dollar amount assigned to a share. In general terms, it represents the minimum stated amount for which each share shall be issued. For example: If the corporation has authorized a total of 1,000 shares of common stock of $1.00 par value, and if payment for the share is to be made in cash, the corporation must receive at least $1.00 for each share issued. Do not state that the shares have $0 par value when you mean to indicate that the shares are to be without a stated par value (i.e., option B).
Option B--No Par Value: Shares that are designated as having no par value may be issued for an amount of consideration determined by the board of directors.
Article 7--Purpose: This form creates a corporation with the general purpose of conducting any lawful business. If you wish to operate a non-profit organization, or to engage in a licensed activity when such license cannot be issued to a corporation, then you cannot utilize this form.
Supplemental Provisions: Additional space has been provided for additional text to an article within this form or to provide for additional articles to contain optional provisions.
Incorporator: Only one incorporator is required for the formation of a corporation. An incorporator may be a natural person 18 years of age or older, or any corporation, partnership, or other entity; there are no residency requirements for an incorporator.