At a glance
Filing agency
Texas Secretary of State
Formation fees
Corporation $300 · LLC $300 · Nonprofit $25
Standard processing
Online filings are often processed within a few business days. Mail filings can take several weeks. Expedited service is available for an additional fee, and current processing times are posted by the Secretary of State.
Annual requirement
Texas has no Secretary of State annual report. Most entities file a franchise tax report and Public Information Report with the Comptroller by May 15. The 2026 no-tax-due threshold is $2.65 million in total revenue.
Newspaper publication
Not required for new corporations, LLCs, or nonprofits
Forming a business in Texas
Texas has a large, diverse economy and a business-friendly reputation, but its formation fee is one of the highest in the country for for-profit entities. The Secretary of State handles entity formation, while the Comptroller of Public Accounts administers the franchise tax and the Public Information Report that most entities file each May.
Texas does not have the traditional annual report required by many states. That can make compliance simpler, but it does not mean there is nothing to file. This guide explains the corporation, LLC, and nonprofit paths, the $300 formation fee, the franchise tax threshold, and the May 15 report that applies after formation.
Corporation, LLC, or nonprofit?
The right structure depends on how the business will be owned, managed, financed, and taxed.
A corporation is designed for centralized management and outside investment. An LLC offers
liability protection with more flexible management and tax treatment. A nonprofit corporation
is for an organization operated for a charitable, educational, religious, or other exempt purpose.
Business corporation in Texas
A Texas business corporation is created by filing a Certificate of Formation with the Secretary of State. The certificate identifies the registered agent, principal office, authorized shares, and initial directors.
| Formation document | Certificate of Formation (Form 201) |
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| State filing fee | $300 |
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| Annual filing | Franchise tax report and Public Information Report — due May 15; No separate state report fee; franchise tax depends on taxable margin. A Public Information Report is generally required even when no franchise tax is due. |
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| Tax treatment | A Texas corporation is a C corporation by default, with S corporation status available by federal election. Texas has no personal income tax, but the corporation may owe franchise tax and federal income tax. |
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| Best for | Businesses that want a formal board-and-shareholder structure, outside investment, or a structure familiar to lenders and institutional partners. |
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- A corporate name that is distinguishable and includes a required designator.
- A Texas registered agent and registered office with a physical street address.
- The principal office address, authorized shares, and initial directors.
- The organizer’s signature and any required name consent or professional approval.
Start a Texas Corporation FilingLimited liability company in Texas
A Texas LLC is formed by filing a Certificate of Formation with the Secretary of State. The certificate identifies the registered agent, principal office, and whether the LLC is member-managed or manager-managed.
| Formation document | Certificate of Formation (Form 205) |
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| State filing fee | $300 |
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| Annual filing | Franchise tax report and Public Information Report — due May 15; No separate state report fee; franchise tax depends on taxable margin. The report is filed with the Texas Comptroller, not the Secretary of State. |
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| Tax treatment | A Texas LLC is pass-through by default for federal income tax purposes. Members may elect S or C corporation treatment. Texas has no personal income tax, but the LLC may owe franchise tax and federal taxes. |
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| Best for | Owner-managed businesses, real estate ventures, professional practices, and startups that want liability protection with flexible management. |
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- An LLC name that includes Limited Liability Company, LLC, L.L.C., or another accepted designator.
- A Texas registered agent and a physical Texas street address.
- The principal office address and management structure.
- A written operating agreement, which is not filed with the state but is important for governance.
Start a Texas LLC FilingNonprofit corporation in Texas
A Texas nonprofit corporation files a nonprofit Certificate of Formation with the Secretary of State. The lower $25 filing fee is one of the advantages of the Texas nonprofit structure, but federal 501(c)(3) status is a separate IRS application.
| Formation document | Certificate of Formation – Nonprofit Corporation (Form 202) |
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| State filing fee | $25 |
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| Annual filing | Franchise tax and Public Information Report — due May 15; Depends on exemption status; confirm with the Comptroller. Nonprofits may be exempt from franchise tax, but filing obligations can still apply. |
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| Tax treatment | Texas nonprofit corporation status does not automatically create federal tax exemption. The organization must apply to the IRS and may need separate Texas tax exemption and charitable registration. |
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| Best for | Charitable, educational, religious, civic, and membership organizations that want a formal nonprofit structure. |
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- A nonprofit name that meets Texas naming rules.
- A Texas registered agent and registered office.
- A statement of nonprofit purpose and the required IRS language if seeking 501(c)(3) status.
- The organizer, initial directors, and bylaws adopted after formation.
Start a Texas Nonprofit Filing Texas entity comparison
| Factor | Corporation | LLC | Nonprofit |
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| Formation document | Certificate of Formation (Form 201) | Certificate of Formation (Form 205) | Certificate of Formation – Nonprofit Corporation (Form 202) |
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| State filing fee | $300 | $300 | $25 |
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| Annual filing | Franchise tax report and Public Information Report | Franchise tax report and Public Information Report | Franchise tax and Public Information Report |
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| Tax treatment | A Texas corporation is a C corporation by default, with S corporation status available by federal election. Texas has no personal income tax, but the corporation may owe franchise tax and federal income tax. | A Texas LLC is pass-through by default for federal income tax purposes. Members may elect S or C corporation treatment. Texas has no personal income tax, but the LLC may owe franchise tax and federal taxes. | Texas nonprofit corporation status does not automatically create federal tax exemption. The organization must apply to the IRS and may need separate Texas tax exemption and charitable registration. |
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| Best for | Businesses that want a formal board-and-shareholder structure, outside investment, or a structure familiar to lenders and institutional partners. | Owner-managed businesses, real estate ventures, professional practices, and startups that want liability protection with flexible management. | Charitable, educational, religious, civic, and membership organizations that want a formal nonprofit structure. |
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There is no Texas Secretary of State annual report
Texas does not require the traditional annual report that many states impose on corporations and LLCs. Instead, the Comptroller of Public Accounts administers the franchise tax. Most entities file a franchise tax report and a Public Information Report by May 15 each year.
The Public Information Report identifies the entity’s directors, officers, managers, and registered agent. It is generally required even when the entity owes no franchise tax. The report is separate from the federal income tax return and from the formation filing.
The franchise tax threshold changes the cost of compliance
For the 2026 report, the no-tax-due threshold is $2.65 million in total revenue. An entity below the threshold may owe no franchise tax but still must file the required report. Above the threshold, the tax is calculated on taxable margin, subject to the applicable rate and deductions.
Franchise tax is complex and depends on the entity’s revenue, margin, apportionment, and ownership structure. We can coordinate the formation and registered agent service, but the tax calculation should be reviewed with the entity’s accountant or tax adviser.
The $300 formation fee is a budget item
Texas charges $300 to form a domestic for-profit corporation or LLC. The fee is the same whether the filing is submitted online or by mail, and it is separate from registered agent service, an operating agreement, and any expedited processing.
Nonprofit corporations pay $25, which makes Texas an attractive state for nonprofit formations. The lower fee does not eliminate the need for IRS exemption, state tax registrations, or charitable solicitation compliance.
How to form a Texas entity
- Check the name. Search the Texas Secretary of State business database and confirm the name is available and uses the correct designator.
- Appoint a Texas registered agent. Arrange a physical Texas street address and an agent who can receive service of process and official state mail.
- Prepare the Certificate of Formation. Complete Form 201, 205, or 202, including the registered agent, principal office, and management information.
- File with the Secretary of State. Submit online or by mail with the $300 fee for a for-profit entity or $25 for a nonprofit corporation.
- Calendar the May 15 Comptroller filing. Determine the franchise tax and Public Information Report obligations with the entity’s accountant and file by May 15.
Texas franchise tax and Public Information Report
Texas does not have a Secretary of State annual report, but most entities must file with the Comptroller by May 15. The franchise tax report calculates any tax due, and the Public Information Report updates the entity’s management and registered agent information. The no-tax-due threshold for the 2026 report is $2.65 million in total revenue.
A entity that owes no tax may still have a filing obligation. Missing the Comptroller filing can result in penalties and loss of good standing. We can handle the registered agent and formation work, while the franchise tax calculation and report should be coordinated with the entity’s accountant or tax adviser.
| Entity | Annual filing | Due | State fee |
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| Business corporation | Franchise tax report and Public Information Report | May 15 | No separate state report fee; franchise tax depends on taxable margin |
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| Limited liability company | Franchise tax report and Public Information Report | May 15 | No separate state report fee; franchise tax depends on taxable margin |
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| Nonprofit corporation | Franchise tax and Public Information Report | May 15 | Depends on exemption status; confirm with the Comptroller |
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Does Texas require newspaper publication?
No. Texas does not require a corporation, LLC, or nonprofit corporation to publish a newspaper notice of formation. The entity is formed when the Secretary of State accepts the Certificate of Formation and the registered agent is in place.
Publication requirements exist in a few other states, including Pennsylvania, New York, and Georgia. A Texas entity that registers to do business in one of those states should confirm whether the foreign registration or a later filing triggers a publication obligation.
Texas formation questions
The Texas Certificate of Formation filing fee is $300. A registered agent, operating agreement, and expedited service are separate. Texas has no Secretary of State annual report, but the LLC may need to file a franchise tax report and Public Information Report by May 15.
The Texas Certificate of Formation filing fee is $300 for a for-profit corporation. The corporation then files franchise tax reports with the Comptroller and may owe franchise tax depending on its revenue and taxable margin.
The nonprofit Certificate of Formation filing fee is $25. Federal 501(c)(3) application fees, state tax exemption filings, and charitable registration costs are separate. Nonprofits should confirm their franchise tax filing obligations with the Comptroller.
Texas does not require a Secretary of State annual report. Most entities file a franchise tax report and Public Information Report with the Texas Comptroller by May 15. A Public Information Report can be required even when no franchise tax is due.
The no-tax-due threshold for the 2026 franchise tax report is $2.65 million in total revenue. An entity below the threshold may owe no tax but may still need to file the required report.
Yes. Texas corporations, LLCs, and nonprofit corporations must maintain a registered agent and a physical Texas registered office. The agent receives service of process and official state correspondence.
No. Texas does not require newspaper publication for a new corporation, LLC, or nonprofit corporation. A Texas entity that registers in a state with a publication rule should confirm that state’s requirement separately.
Official Texas resources
Fees, forms, and deadlines were reviewed in November 2026 and can change. This guide is
general information for attorneys, businesses, and nonprofit organizations. It is not legal,
tax, or accounting advice. Confirm the current requirement with the Texas Secretary of State, Business Filings Section or your
professional adviser before filing.