Fill and Sign the Professional Corporation Package for Texas Texas Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF TEXAS PROFESSIONAL CORPORATION PACKAGE Control Number: TX-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introductory Notes and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL CORPORATION PACKAGE STATE OF TEXAS Electronic Version Statutory Reference Texas Business Organization Code http://tlo2.tlc.state.tx.us/statutes/bo.toc.htm Title 1: General Provisions; Title 2: Corporations; Title 7: Professional Entities Introductory Notes and Law Summary A professional corporation formed to engage in the practice of a profession is subject to the provisions of both the Texas Business Organization Code. The practice of a licensed profession in the State of Texas by a professional corporation is also subject to and controlled by the rules and regulations of the Texas State Board for the profession. The primary distinctions between a "regular corporation" and a "professional corporation" are: 1. When the provisions of the Texas Business Organization Code regulating professional entities and/or professional corporations are in conflict with more general provisions, the more specific provisions control. 2. A professional corporation may use the initials "P.C." in its corporate name in lieu of the word (or in lieu of the abbreviation of the word) "corporation," "company," or incorporated. 3. A "professional service" is any type of personal service rendered which requires as a condition precedent to the rendering of such service in Texas the obtaining of a license, permit, certificate of registration, or other legal authorization. 4. All shareholders, officers, and directors of a professional corporation organized to render professional services of must be licensed or otherwise authorized to engage in the practice in the State of Texas. 5. If a shareholder, officer, or director of a professional corporation organized to render professional services becomes legally disqualified to render those services, that person MUST IMMEDIATELY sever all employment ties with the corporation and terminate all financial interest in the corporation. 6. If any successor in interest of any shareholder is not licensed to engage in the practice in the State of Texas, the person holding that interest MUST IMMEDIATELY terminate all financial interest in the corporation. 7. A professional corporation organized to render professional services may render professional services in Texas only through its officers, employees and individual agents who are duly licensed to render such professional service in Texas. (This does not include employees such as “… clerks, secretaries, assistants and other individuals who are not usually and ordinarily considered by custom and practice to be rendering professional service for which a license or other legal authorization is required….”) 8. The usual considerations governing the professional relationship with the client is not affected because the professional services are being rendered by the corporation. 9. The professional corporation (but not the individual shareholders, officers or directors) is jointly and severally liable with the officer, employee or agent rendering professional service for any professional errors, omissions, negligence, incompetence or malfeasance on the part of any officer, employee or agent when that officer, employee or agent is acting in the course of his employment for the professional corporation. The above listed restrictions and requirements are addressed in the various forms provided in this form packet. PRIOR TO FILING THE ARTICLES OF ORGANIZATION FORMING A PROFESSIONAL CORPORATION, YOU SHOULD CONFIRM WITH THE TEXAS STATE BOARD FOR YOUR PROFESSION THAT YOU ARE IN FULL COMPLIANCE WITH ALL OF THEIR RULES OR REGULATIONS. * * * Forms List The following forms are available for download with this package.  TX-NAMERESV: Application for Reservation of Entity Name  TX-00INCP: Certificate of Formation  TX-PC-TL: Sample Transmittal Letter  TX-PC-OM: Sample Organizational Minutes  TX-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  TX-PC-AM : Sample Annual Minutes  TX-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in State of Texas is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Texas Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: See FORM: TX-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Certificate of Formation is not rejected because the name you have selected is not available You may skip this step and go to Step 2, but if the name you have selected is not available, the Certificate of Formation will be rejected and returned to you.  The Application for Reservation of Entity Name should by typewritten or printed legibly in black ink.  Provide the corporate name you want to reserve.  A corporate name MUST contain the word "corporation," "company," or "incorporated," or an abbreviation of one of these words or the phrase “Professional Corporation” or the initials “P.C.”  A corporate name MUST NOT contain any word or phrase which indicates or implies that it is organized for any purpose other than the one purpose contained in its Certificate of Formation.  A corporate name MUST NOT be the same as, or deceptively similar to, another business name registered in Texas.  A corporate name MUST NOT contain the word "lottery" or a derivative thereof.  Provide the name and address of the Applicant, the Applicant's signature, and the date.  Name availability may be checked prior to submission by calling (512) 463- 5555. This is only a preliminary clearance and should not be relied upon as final approval of the name. The final decision regarding name availability will be made when the document is submitted for filing.  The filing fee to reserve a corporate name is $40.00.  You must file the original and one exact copy of the Application for Reservation of Entity Name. Mail the original and one copy of the Application for Reservation of Entity Name along with the $40.00 filing fee (Make check payable to the Texas Secretary of State) , to MAILING ADDRESS Office of the Secretary of State P.O. Box 13697 Austin, Texas 78711-3697 Step 2: See FORM: TX-00INCP CERTIFICATE OF FORMATION Once you have reserved a corporate name, or if you have chosen to proceed without reserving a name, you are ready to complete the Certificate of Formation. Follow the instructions on the form. NOTE: A CORPORATION IS SUBJECT TO STATE FRANCHISE TAX. Contact the Comptroller of Public Accounts, Tax Assistance Section, Austin, Texas 78774-0100, Telephone: 512-463-4600, for information about the State Franchise Tax. Step 3: Mail the original and one copy of the CERTIFICATE OF FORMATION, the filing fee, plus any applicable expedite fee, (make check payable to Texas Secretary of State) to: MAILING ADDRESS Office of the Secretary of State Statutory Filings Division Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 PHYSICAL ADDRESS (For Hand/Courier/Express Delivery) Office of the Secretary of State Statutory Filings Division Corporations Section James Earl Rudder Office Building 1019 Brazos Austin, Texas 78701 A sample cover letter to send with the Articles of Organization with this package. See FORM: TX-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Certificate of Formation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: TX-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: TX-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS-SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: TX-PC-AM General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: TX-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located here: http://www.uslegalforms.com/disclaimer.htm . To view, click on the link, or copy it into the address window of your web browser. If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund. * * * ~ Thank you for using USLF ~