Texas Secretary of State

The Texas Secretary of State (SOS) is an executive officer appointed by the Governor. The officer administers the Code of TX Elections. Besides, he/she is also responsible for keeping public filings such as business, commercial, and official records.

The Secretary of the State is actively engaged in the TX border and Mexican Affairs. He/she also maintains the state seal and is the attestor to the signature of the Governor and other official papers.

In our article, you will receive data on the Business Entities Section of the Secretary of State’s office. We will help you understand the process of maintaining public filings and records. Moreover, you will get a short description of obtaining information on the business entities through the Texas Secretary of State business search tool.

Formation of Texas Entities

The decision of starting a company in TX should be thoroughly scrutinized. So, the first aspect of this process is deciding the structure of the entity (cooperation, LLC, or LP). A person should consult with an attorney or accountant, as this issue is quite individual for each case.

Start the process by filing a certificate of formation with the TX Secretary of State. Make it quick and easy by using the System of SOSDirect. Create an online account and upload the necessary papers with it. The system is accessible 24/7 a week.

Before Formation

Before the formation of an entity, please check the data about the types on the page of the business structure. Understand the differences between a corporation, a limited liability company (LLC), a limited partnership (LP), a limited liability partnership (LLP), and a limited liability limited partnership (LLLP). Accordingly, select a structure that best matches your case.

Moreover, look through the Texas Business Organizations Code (BOC) to understand the formation’s nuances.

Name Issues

The SOS files the name of the entity. However, a license of formation does not keep others from using your company name. So, each entity has to maintain its intellectual property and goodwill. On the other hand, the SOS takes into account the filing of certificates and does not provide certification to entities that don’t have distinguishable names on the papers.

After Formation

One of the issues that arise after formation is the filing of annual and periodic reports with the Texas Secretary of State. Each entity has its own rules and regulations concerning the above-mentioned reports.

For instance:

• LLPs are required to file an annual report with the SOS (once a year and not later than June 1).

• Non-profit organizations file periodic reports with the SOS upon its notice (not more than once every 4 years).

• Certain LPs send periodic reports upon receiving notice of SOS.

After the formation of an entity, the latter should have a seal, stock certificates, and a minute book. 

It must also have its federal employer identification number (EIN or FEIN). Get information on the identification number from the Internal Revenue Service.

Name Filings

To establish a company in TX, you should select the right name. In other words, you need to look up your proposed business name and validate its availability.

Name Availability

According to Business Organization Code (Section 5.053), the name of a business under which it registers in the records of the SOS has to be distinguishable from the name of any other existing entity in the state.

SOSDirect is here to help you check the availability of the proposed name.

Name Reservations

The SOSDirect allows people to reserve a name online. The name reservation is “generic”. So, that means that you can use it to form any type of entity.

One also has the right to withdraw or cancel a name reservation before the expiration of the 6-month reservation period. There is no limitation on the number of reservation times. Besides, within 1 month of the expiration of the current reservation, a person may renew it.

Name Registrations

The organization that is authorized to do business in TX (bank, trust company, savings association, insurance company, etc.) should pass a name registration procedure.

All the details of name registration are included in TX BOC section 9.001. A name registration expires after a year and can be renewed.

Name Changes

According to the Texas Business Organizations Code, the change of the filing entity’s name is legal. You can file name change amendments through the SOSDirect account.  

Assumed Name Certificates

An assumed name certificate notifies the public that a certain entity is to conduct business under a name that is different from its legal name.  

You may file an assumed name certificate with your local county clerk's office. The latter will provide information on the fees and on the process of filing a certificate.  

Registered Agents

Each enterprise in TX has to appoint a registered agent that is a legal point of contact. A registered agent has a physical address that delivers all the official documents. Moreover, you will get all the benefits of their expert work on behalf of your company.

Who Can Be a Registered Agent?

A registered agent is an individual or an organization that is registered or licensed to do business in TX. The SOS, or other governmental body or authority can’t be a registered agent of the entity.  

What are My Duties as a Registered Agent or as an Appointed Agent?

The main duty of the appointed person or organization is to notify the entity of any process, notice, or requirement that is served on or received by the appointed agent. The represented entity may require notices that the agent should legally provide.

Business Organizations Code

What is the Texas Business Organizations Code (BOC)?

The BOC contains all the statutes referring to business entities in Texas. It mentions all the rules and regulations in this sphere.

When Did the BOC Take Effect?

The BOC was ratified in 2003. The transition period was long as some organizations were ruled by the statutes under which they were shaped. Starting from January 1, 2010, all the business entities in TX appeared under the rule of this Code.

Can the Secretary of State Provide Me With a Copy of the Texas Business Organizations Code, or Other Statutes?

Find all the legal information referring to the Code or other statutes at the legal libraries or Texas online Legislature. The SOS can’t provide data on them.

Where Can I Find More Information About the BOC?

Contact the Secretary of the State’s office through email or by phone. You may also visit the BOC info page.

How Much Does a Business License Cost in Texas?  

The standard business operating license may cost from $15 to $700. On the other hand, the specialized license’s cost may reach even several thousand dollars.  

Contact Information

For further questions visit the following address:

Texas Secretary of State
James E. Rudder Bldg.
1019 Brazos St.
Austin, TX 78701

As an alternative, call them at (512) 463-5555.