Certificate of Formation

(Articles of Incorporation – Texas For-Profit Corporation)

[// GUIDANCE: In Texas, the statutory filing instrument is officially called a “Certificate of Formation.” Practitioners (and even the Secretary of State) treat the term “Articles of Incorporation” as interchangeable. This template is drafted to satisfy all content requirements of Tex. Bus. Orgs. Code § 3.005 while layering in optional risk-management provisions frequently requested by sophisticated clients.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Name of Corporation
   3.2 Type of Entity & Purpose
   3.3 Duration
   3.4 Registered Agent & Registered Office
   3.5 Principal Place of Business
   3.6 Capitalization
   3.7 Initial Board of Directors
   3.8 Organizer(s)
   3.9 Special Provisions (Indemnification; Liability Cap)
   3.10 Optional Provisions (Forum Selection; Arbitration; Jury Waiver)
   3.11 Incorporator’s Statement
4. General Provisions
5. Execution Block
6. Filing & Publication Guidance
7. Statutory Fee Schedule (Informational)

1. DOCUMENT HEADER

Certificate of Formation of [CORPORATION NAME], a Texas for-profit corporation (the “Corporation”).
Effective Date: [EFFECTIVE DATE] (or “Upon Filing” if left blank).
Governing Jurisdiction: State of Texas.

2. DEFINITIONS

For purposes of this Certificate, the following capitalized terms have the meanings set forth below:

“Board” – the Corporation’s Board of Directors.
“BOC” – the Texas Business Organizations Code, as amended.
“Corporation” – [CORPORATION NAME].
“Effective Date” – the date stated in the Document Header.
“Liability Cap” – collectively, the limitations on liability set forth in § 3.9.2.
“Person” – any individual or legal entity recognized under the BOC.

3. OPERATIVE PROVISIONS

3.1 Name of Corporation

The legal name of the Corporation is [CORPORATION NAME].
[// GUIDANCE: Confirm name availability with the Secretary of State before filing; include “Corporation,” “Incorporated,” “Company,” or appropriate abbreviation.]

3.2 Type of Entity & Purpose

a. Entity Type: For-Profit Corporation formed under the BOC.
b. Purpose: The Corporation may engage in any lawful business permitted under the BOC (general-purpose language compliant with Tex. Bus. Orgs. Code § 3.005(a)(2)).

3.3 Duration

The period of duration is perpetual, unless dissolved earlier in accordance with the BOC.

3.4 Registered Agent & Registered Office

The initial registered agent is [REGISTERED AGENT NAME] (an individual resident of Texas or a Texas-authorized corporate agent).
The registered office address is [STREET ADDRESS, CITY, COUNTY, TX ZIP] (cannot be a P.O. Box).

3.5 Principal Place of Business

[ADDRESS].
[// GUIDANCE: Not statutorily required, but frequently included for banking and tax nexus clarity.]

3.6 Capitalization

a. Authorized Shares:
 • [NUMBER] shares of Common Stock, par value $[PAR] per share.
 • [Optional] [NUMBER] shares of Preferred Stock, par value $[PAR] per share, issuable in one or more series as the Board may establish by resolution (Tex. Bus. Orgs. Code § 21.155).
b. Pre-emptive Rights: [YES/NO] (default is “No” under BOC unless expressly granted).
c. Cumulative Voting: [YES/NO] (default is “No”).

3.7 Initial Board of Directors

The number of initial directors is [NUMBER].
Names and mailing addresses:

[// GUIDANCE: Minimum of one director required. You may insert “The Board may fix or change the number of directors in the bylaws.”]

3.8 Organizer(s)

The name and address of the organizer:

[// GUIDANCE: Multiple organizers permissible; each must sign the Certificate.]

3.9 Special Provisions

3.9.1 Indemnification

The Corporation shall indemnify, advance expenses to, and hold harmless any Person who is or was a director, officer, or agent of the Corporation to the fullest extent permitted by Chapter 8 of the BOC, as the same exists or may hereafter be amended. The right to indemnification is a contract right that shall survive the individual’s service.

3.9.2 Limitation of Liability

Pursuant to BOC § 7.002, a director shall not be liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except for:
a. breaches of the director’s duty of loyalty;
b. acts or omissions not in good faith or involving intentional misconduct or knowing violations of law;
c. transactions in which the director received an improper personal benefit; or
d. liability expressly provided by applicable statute.

[// GUIDANCE: The above mirrors the statutory carve-outs and is fully enforceable under TX law.]

3.10 Optional Provisions

a. Forum Selection: Unless the Corporation consents in writing to an alternative forum, the state business court located in [COUNTY], Texas shall be the exclusive forum for (i) any derivative action, (ii) any action asserting a breach of fiduciary duty, or (iii) any action governed by the internal-affairs doctrine.

b. Arbitration: [ELECT “INCLUDE/OMIT”]. If included, internal corporate disputes shall be submitted to confidential arbitration administered by the American Arbitration Association under its Commercial Rules; venue shall be [CITY], Texas; judgment on the award may be entered in any court of competent jurisdiction.

c. Jury Waiver: To the fullest extent permitted by law, each shareholder irrevocably waives any right to trial by jury in any proceeding arising out of or relating to the Corporation’s internal affairs.

[// GUIDANCE: These litigation-management tools are optional; confirm shareholder buy-in if adopting.]

3.11 Incorporator’s Statement

The undersigned organizer affirms that the person signs this instrument knowingly and willingly as the act of the organizer.

4. GENERAL PROVISIONS

4.1 Adoption of Bylaws: The Board shall adopt initial bylaws within 30 days of the Effective Date. Shareholders may amend the bylaws as provided therein.

4.2 Severability: If any provision of this Certificate is held invalid, the remaining provisions shall remain in full force and effect.

4.3 Amendment: This Certificate may be amended as provided in the BOC, subject to any shareholder voting thresholds set forth in the bylaws.

4.4 Electronic Signatures: Signatures transmitted by electronic means shall be deemed original.

5. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on [DATE].

[ORGANIZER NAME], Organizer

State of Texas §
County of ____ §

This instrument was acknowledged before me on _, 20_, by [ORGANIZER NAME].

Notary Public, State of Texas
My Commission Expires: ____

6. FILING & PUBLICATION GUIDANCE

[// GUIDANCE:
1. Filing Method: File electronically via the Texas SOSDirect portal (preferred) or mail Form 201 to the Secretary of State, P.O. Box 13697, Austin, TX 78711-3697.
2. Publication: Texas imposes no newspaper publication requirement for a for-profit corporation.
3. Certificate of Filing: Expect electronic confirmation within 2–3 business days of online submission.
4. Employer Identification Number: Apply online with the IRS immediately after receiving acknowledgment.
5. Post-Filing Organizational Meeting: Prepare initial minutes adopting bylaws, appointing officers, and authorizing bank resolutions.]

7. STATUTORY FEE SCHEDULE (INFORMATIONAL)

1. Filing Fee – Certificate of Formation (For-Profit): $300.00
2. 24-Hour Expedited Processing (optional): +$25.00
3. Certified Copy (optional): $30.00
4. Certificate of Fact (“Good Standing”): $15.00

[// GUIDANCE: Fees current as of the date of drafting; verify at https://www.sos.texas.gov/bussiness/fees.shtml before submission.]