Texas Incorporation Lawyers

Forming a Texas business is a $300 state filing — and a set of permanent legal decisions hiding inside it. An incorporation lawyer makes sure the entity you form actually protects you: the right structure (LLC, corporation, PLLC, or partnership), a certificate of formation filed correctly with the Texas Secretary of State, and an operating agreement that settles ownership and control before there's money to fight over. The liability shield you're forming the company to get only holds if it's built right. Formation work is a paid legal service — most lawyers handle it for a flat fee quoted up front — and the first conversation costs nothing.

What Does an Incorporation Lawyer Do in Texas?

They turn "I'm starting a business" into a correctly built legal entity — and they make the choices that online filing forms quietly make for you. That means choosing the entity type that fits your liability exposure, taxes, and ownership plans; preparing and filing the certificate of formation with the Texas Secretary of State; designating a registered agent; drafting the operating agreement or bylaws that actually govern the company; and obtaining the EIN and tax registrations. This page is about formation — getting the entity born right. For everything that comes after (contracts, hiring, leases, disputes, buying or selling a business), see our Texas business lawyers page — often the same lawyer who forms your company becomes its ongoing counsel.

LLC, Corporation, PLLC, or Partnership — Which One?

For most Texas small businesses the LLC is the default: full personal liability protection, flexible management, pass-through taxation, and minimal formality. But "default" isn't "always" — the entity has to match the owners, the money, and the plan. The Texas Business Organizations Code governs them all:

Two distinctions trip up founders constantly. First, the S-corp is not a Texas entity — it's a federal tax election that an LLC or a corporation can make with the IRS, and electing it has eligibility rules and payroll consequences. Second, the PLLC isn't optional branding — many licensed professionals are required to use a professional entity, ownership is generally restricted to license holders, and no entity shields you from your own professional malpractice. The SBA's structure guide covers the basics; a lawyer maps them onto your actual facts.

The Filing: Certificate of Formation, Registered Agent, EIN

A Texas entity is born when the Secretary of State accepts its certificate of formation — a $300 filing for an LLC or for-profit corporation, submitted online through SOSDirect. The certificate locks in the entity's name (which must be available and distinguishable from existing entities), its management structure, and its registered agent. The registered agent requirement is permanent: every Texas LLC and corporation must continuously maintain an agent with a physical Texas address who consents in writing to accept legal papers — let it lapse and you risk missing a lawsuit (hello, default judgment) or having the state involuntarily terminate the entity. After formation comes the EIN, which the IRS issues free online (never pay a third-party site for it), the business bank account, any assumed-name (DBA) certificate, and the Texas franchise tax registration — most small businesses fall under the no-tax-due threshold, but the annual report obligation never goes away.

The Document That Matters Most: Your Operating Agreement

Texas doesn't require an operating agreement (the statute calls it a "company agreement") — and that's exactly the trap. Without one, the default rules of Chapter 101 of the Business Organizations Code govern your LLC, and those defaults rarely match what co-owners actually intended about voting power, profit splits, management authority, or what happens when a member dies, divorces, goes bankrupt, or just wants out. A lawyer drafts the agreement around your ownership reality: capital contributions, buy-sell triggers and valuation, deadlock breakers, non-compete terms among owners, and transfer restrictions that keep an ex-spouse or a member's creditor from becoming your business partner. Corporations get the same treatment through bylaws and shareholder agreements. This single document is the difference between a disagreement and a lawsuit — and it's dramatically cheaper before the dispute than after, when it becomes a job for a litigation attorney.

Series LLCs: Texas's Power Tool for Real Estate and Asset Protection

Texas is one of the states that authorizes the series LLC — one parent LLC that can spin up internal "series," each with its own assets, members, and liability wall, so a judgment against one series generally can't reach the others. Real estate investors use them to isolate each property without paying for a separate LLC per house; operators use them to separate business lines. But the walls only hold if the structure is built and maintained correctly: the formation documents must contain the required series language, each series must keep separate records and accounts, and a registered series takes an additional Secretary of State filing. A sloppy series LLC can collapse into one big pool of liability exactly when you need the separation most — which is why this structure, more than any other, is lawyer territory. (If real property is involved, our real estate lawyers page covers the purchase-and-title side.)

What Does Formation Cost — and Why the Referral Is Free

Formation is a paid legal service with unusually predictable pricing: the state charges $300 for the certificate of formation, and most Texas business lawyers offer flat-fee formation packages that bundle entity-selection advice, the filing, the operating agreement or bylaws, the registered agent setup, and the EIN — with the price quoted before any work starts. Hourly billing typically only enters for complex multi-owner structures, investor documents, or series builds. Compare that one-time cost against what it insures: the liability shield, the tax election, and the co-owner agreement that prevents six-figure disputes. Our referral through the Texas Lawyer Referral Service is free, and most business lawyers offer a free initial consultation — so you can get a real quote for your exact formation before spending anything.

Related Help

Depending on your situation, these may help too:

• Business lawyers — everything after formation: contracts, hiring, leases, disputes, buying and selling businesses.
• Real estate lawyers — when the new entity is buying, selling, or holding Texas property.
• Litigation attorneys — when a partnership or ownership dispute has already gone past paperwork.
• All practice areas — browse every kind of lawyer we can connect you with in Texas.

Frequently Asked Questions About Forming a Business in Texas

What does an incorporation lawyer do in Texas?

An incorporation lawyer forms your business entity correctly the first time: choosing between an LLC, corporation, PLLC, or partnership based on your liability, tax, and ownership situation; preparing and filing the certificate of formation with the Texas Secretary of State; designating a registered agent; drafting the operating agreement or bylaws that actually govern the company; and getting the EIN and tax registrations in place. The filing itself is a form. The decisions behind it — who owns what, who controls what, and what happens when an owner leaves, dies, or disagrees — are where a lawyer earns the fee.

Should I form an LLC or a corporation in Texas?

For most Texas small businesses, the LLC is the default answer: it gives the same personal liability shield as a corporation with far less formality, flexible management, and pass-through taxation. A corporation tends to make sense when you plan to raise money from investors, issue stock options, or pursue venture capital — which generally expects a corporation. The S-corp is not a separate Texas entity; it is a federal tax election that either an LLC or a corporation can make with the IRS. The right answer depends on your owners, your investors, and your tax picture — which is exactly the conversation to have with a lawyer before filing.

What is a PLLC and who needs one in Texas?

A professional limited liability company is the entity Texas requires or expects for many licensed professionals — physicians, attorneys, accountants, architects, and other licensed practitioners — who want LLC-style liability protection. Ownership is generally restricted to licensed members, and the entity does not shield you from your own professional malpractice, but it can protect you from general business liabilities and from the malpractice of co-owners. If you hold a professional license, entity choice has an extra layer of rules, and getting it wrong can mean refiling from scratch.

How do I file a certificate of formation in Texas?

A Texas LLC or corporation is created by filing a certificate of formation with the Texas Secretary of State — online through SOSDirect or by mail. The filing names the entity, its registered agent and office, its governing structure, and its purpose. Before filing, the name must be checked for availability and distinguishability from existing entities. The state usually processes online filings in a few business days. The form is short; the decisions encoded in it — management structure, ownership, and registered agent — follow your company for its life.

How much does it cost to form an LLC or corporation in Texas?

The Texas Secretary of State filing fee for a certificate of formation is $300 for an LLC or for-profit corporation. Beyond the state fee, expect costs for a registered agent service if you do not serve as your own, and attorney fees for the formation package. Most Texas business lawyers handle formation for a flat fee quoted up front that typically includes entity selection advice, the state filing, the operating agreement or bylaws, and the EIN. The referral through the Texas Lawyer Referral Service is free, and most lawyers offer a free initial consultation.

Do I need a registered agent for my Texas business?

Yes. Every Texas LLC and corporation must continuously maintain a registered agent and a registered office — a physical Texas street address where legal papers can be served during business hours. The agent can be an individual Texas resident, including an owner, or a company that provides registered agent services, and the agent must consent in writing to the designation. Letting your registered agent lapse has real consequences: missed lawsuits can turn into default judgments, and the state can involuntarily terminate the entity.

What is an operating agreement and do I really need one?

Texas calls it a company agreement, and it is the contract among LLC owners that controls ownership percentages, voting, profit distributions, management authority, what happens when a member dies, divorces, or wants out, and how disputes get resolved. Texas does not require you to have one — but without it the default rules of the Texas Business Organizations Code govern your company, defaults that rarely match what co-owners actually intended. For corporations, bylaws and shareholder agreements do the same job. Multi-owner businesses without a tailored agreement are where the most expensive business disputes are born.

What is a series LLC in Texas?

Texas is one of the states that authorizes the series LLC — a single LLC that can create internal series, each with its own assets, members, and liability shield, so that the debts of one series generally cannot reach the assets of another. Real estate investors use them to isolate properties from each other without forming a separate LLC for each one. The structure has strict requirements: proper formation language, separate records for each series, and, for a registered series, an additional filing with the Secretary of State. Done sloppily, the internal liability walls may not hold — which is why series LLCs are lawyer territory.

Do I need an EIN for my new Texas business?

Almost certainly. An employer identification number is the federal tax ID for your entity, and you will need it to open a business bank account, hire employees, and file returns. The IRS issues EINs free of charge through its online application, and a lawyer typically obtains it as part of the formation package. Be careful of third-party sites that charge for what the IRS provides free.

What taxes does a new Texas LLC or corporation pay?

Texas has no state personal income tax — part of its appeal — but formed entities are subject to the Texas franchise tax administered by the Comptroller. Most small businesses fall below the no-tax-due revenue threshold and owe nothing, though annual report obligations still apply. Federal taxation depends on the structure: LLCs are typically taxed as pass-through entities unless they elect otherwise, and corporations are taxed as C-corps unless they make an S election. A lawyer coordinates the entity choice with your tax adviser so the structure and the tax election pull in the same direction.

Can I just use an online filing service instead of a lawyer?

An online service can file a form; it cannot tell you whether the form is the right one. Formation is a set of legal decisions disguised as paperwork: entity type, management structure, ownership splits, buy-sell terms, and protecting the liability shield so a court will not pierce it later. Single-owner businesses with simple facts have the least risk going it alone. The moment there are co-owners, investors, significant assets, licensed professionals, or real estate involved, a flat-fee formation with a lawyer is inexpensive insurance against the disputes that generic templates create.

How do I get a Texas incorporation lawyer right now?

Call or text 512-872-4400 any time, day or night. You will be connected with an experienced business formation lawyer serving your area anywhere in Texas. The referral is free and most attorneys offer a free initial consultation, so you can find out exactly what your formation should look like — and what it will cost — before you spend anything.