Fill - Free fillable Form 203General Information: (Certificate of Formation Professional Corporation) (Texas Secretary of State) PDF form

Form 203—General Information

(Certificate of Formation – Professional Corporation)

The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code

provisions. This form and the information provided are not substitutes for the advice and services of an

attorney and tax specialist.

Commentary

A professional corporation is a corporation that is formed for the purpose of providing a professional

service that by law a for-profit or nonprofit corporation is prohibited from rendering. A “professional

service” means any type of service that requires, as a condition precedent to the rendering of the service,

the obtaining of a license in this state. A professional corporation is governed by title 1, chapters 20 and

21 of title 2, and chapters 301 and 303 of title 7 of the Texas Business Organizations Code (BOC). Title

1, chapter 3, subchapter A of the BOC governs the formation of a professional corporation and sets forth

the provisions required or permitted to be contained in the certificate of formation.

Title 7, chapter 301 establishes certain restrictions and requirements regarding ownership and

management of a professional corporation. Only a professional individual licensed to practice the same

professional service as the professional corporation may be a governing person or managerial official of

a professional corporation. Also note that a professional corporation cannot be formed for the practice

of medicine (BOC § 301.003(3)). If the purpose of the entity is to provide medical services, the

professional may form either a professional association or a professional limited liability company.

Taxes: Professional corporations are subject to a state franchise tax. Contact the Texas Comptroller of

Public Accounts, Tax Assistance Section, Austin, Texas, 78774-0100, (512) 463-4600 or (800) 252-

1381 for franchise tax information. For information relating to federal employer identification numbers,

federal income tax filing requirements, tax publications and forms call (800) 829-3676 or visit the

Internal Revenue Service web site at www.irs.gov.

Instructions for Form



Article 1—Entity Name and Type: Provide a corporate name and organizational designation.

Under section 5.053 of the BOC, if the name chosen is the same as, deceptively similar to, or similar

to the name of any existing domestic or foreign filing entity, or any name reservation or registration

filed with the secretary of state, the document cannot be filed. The administrative rules adopted for

determining entity name availability (Texas Administrative Code, title 1, part 4, chapter 79,

subchapter C) may be viewed at www.sos.state.tx.us/tac/index.shtml. If you wish the secretary of

state to provide a preliminary determination on name availability, you may call (512) 463-5555, dial

7-1-1 for relay services, or e-mail your name inquiry to corpinfo@sos.state.tx.us. A final

determination cannot be made until the document is received and processed by the secretary of state.

Do not make financial expenditures or execute documents based on a preliminary clearance. Also

note that the preclearance of a name or the issuance of a certificate of formation under a name does

not authorize the use of a name in violation of another person’s rights to the name.

Pursuant to section 5.060 of the BOC, the name of a professional entity must not be contrary to a

statute or regulation that governs a person who provides a professional service through the

professional entity, including a rule of professional ethics. Contact the state agency or examining

Form 203

board exercising control over the profession to determine whether the name chosen complies with

statutory and regulatory requirements governing the profession.

 Article 2—Registered Agent and Registered Office: The registered agent can be either (option A)

a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an

individual resident of the state. The corporation cannot act as its own registered agent; do not enter

the corporate name as the name of the registered agent.

Consent: Effective January 1, 2010, a person designated as the registered agent of an entity must

have consented, either in a written or electronic form, to serve as the registered agent of the entity.

Although consent is required, a copy of the person’s written or electronic consent need not be

submitted with the certificate of formation. The liabilities and penalties imposed by sections 4.007

and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names a

person as the registered agent of an entity without that person’s consent. (BOC § 5.207)

Office Address Requirements: The registered office address must be located at a street address

where service of process may be personally served on the entity’s registered agent during normal

business hours. Although the registered office is not required to be the entity’s principal place of

business, the registered office may not be solely a mailbox service or telephone answering service

(BOC § 5.201).

 Article 3—Directors: This form is not drafted for use in forming a close corporation or a

corporation that is to be managed by a shareholders agreement. A minimum of one director is

required. A director must be a natural person who is licensed to provide the same professional

service to be rendered by the professional corporation; there are no residency requirements for

directors.

Set forth the name of the individual in the format specified. Do not use prefixes (e.g., Mr., Mrs.,

Ms.). Use the suffix box only for titles of lineage (e.g., Jr., Sr., III) and not for other suffixes or titles

(e.g., JD, RN, Ph.D.).

Please note that a document on file with the secretary of state is a public record that is subject to public

access and disclosure. When providing address information for directors, use a business or post office

box address rather than a residence address if privacy concerns are an issue.

 Article 4—Authorized Shares: Shares represent ownership interest in the corporation. The total

number of shares that the corporation will have authority to issue must be provided in article 4.

Select and complete option A if the shares are to have a stated par value or select option B if the

shares are without a stated par value.

Option A—Par Value: “Par value” means the stated dollar amount assigned to a share. In general

terms, it represents the minimum stated amount for which each share shall be issued. For example,

if the corporation has authorized a total of 1,000 shares of common stock of $1 par value and if

payment for the share is to be made in cash, the corporation must receive at least $1 for each share

issued. Do not state that the shares have $0 par value if the shares are to be without a stated par

value (i.e., option B).

Option B—No Par Value: Shares that are designated as having no par value may be issued for an

amount of consideration determined by the board of directors.

Form 203

 Article 5—Purpose: The certificate of formation of a professional corporation must state the type

of professional service to be provided by the professional entity. Pursuant to section 2.004 of the

BOC, a professional entity may engage in only one type of professional service, unless the entity is

expressly authorized to provide more than one type of professional service under state law regulating

the professional services.

Joint Practice by Certain Professionals: Pursuant to section 301.012 of the BOC, professionals,

other than physicians, engaged in related mental health fields such as psychology, clinical social

work, licensed professional counseling, and licensed marriage and family therapy may form a

professional corporation that is jointly owned by those practitioners to perform professional services

that fall within the scope of practice of those practitioners.

The state agencies exercising regulatory control over professions to which the joint practice

provisions apply continue to exercise regulatory authority over their respective licenses.

 Supplemental Provisions/Information: Additional space has been provided for additional text to

an article within this form or to provide for additional articles to contain optional provisions.

Duration: Pursuant to section 3.003 of the BOC, a Texas professional corporation exists

perpetually unless provided otherwise in the certificate of formation. If formation of a corporation

with a stated period of duration is desired, use the “Supplemental Provisions/Information” section of

this form to provide for a limited duration.

 Organizer: Only one organizer is required for the formation of a professional corporation. An

organizer may be any person having the capacity to contract for the person or for another; that is, a

natural person 18 years of age or older, or a corporation or other legal entity. There are no residency

requirements for an organizer. The organizer is not required to be licensed to perform the

professional service for which the entity is formed.

 Effectiveness of Filing: A certificate of formation becomes effective when filed by the secretary of

state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of the

instrument may be delayed to a date not more than ninety (90) days from the date the instrument is

signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a

future event or fact, other than the passage of time (option C). If option C is selected, you must state

the manner in which the event or fact will cause the instrument to take effect and the date of the 90

day after the date the instrument is signed. In order for the certificate to take effect under option C,

the entity must, within ninety (90) days of the filing of the certificate, file with the secretary of state

a statement regarding the event or fact pursuant to section 4.055 of the BOC.

On the filing of a document with a delayed effective date or condition, the computer records of the

secretary of state will be changed to show the filing of the document, the date of the filing, and the

future date on which the document will be effective or evidence that the effectiveness was

conditioned on the occurrence of a future event or fact. In addition, at the time of such filing, the

status of the entity will be shown as “in existence” on the records of the secretary of state.



Execution: The organizer must sign the certificate of formation, but it does not need to be notarized.

However, before signing, please read the statements on this form carefully. The designation or

appointment of a person as registered agent by an organizer is an affirmation that the person named

Form 203

in the certificate of formation has consented to serve in that capacity. (BOC § 5.2011, effective

January 1, 2010)

A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing

of a filing instrument the person knows is materially false with the intent that the instrument be

delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the

person’s intent is to harm or defraud another, in which case the offense is a state jail felony.

 Payment and Delivery Instructions: The filing fee for a certificate of formation for a professional

corporation is $300. Fees may be paid by personal checks, money orders, LegalEase debit cards, or

American Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be

payable through a U.S. bank or financial institution and made payable to the secretary of state. Fees

paid by credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total

fees.

Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O.

Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl

Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax,

credit card information must accompany the transmission (Form 807). On filing the document, the

secretary of state will return the appropriate evidence of filing to the submitter together with a file-

stamped copy of the document, if a duplicate copy was provided as instructed.

 FYI: A corporation is required to maintain a registered agent and a registered office address in

Texas. If the registered agent or registered office address changes, it is important to file a statement

with the secretary of state to effect a change to the certificate of formation. Failure to maintain a

registered agent and registered office may result in the involuntary termination of the corporation. In

addition, section 21.802 of the BOC provides a penalty for the failure to timely file a statement of

change of registered office or registered agent with the secretary of state. To be timely, the filing

must be made by the corporation before the 30

day after the change.

Revised 05/11

Form 203

(Revised 05/11)

This space reserved for office use.

Submit in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512/463-5709

Filing Fee: $300

Certificate of Formation

Professional Corporation

Article 1 – Entity Name and Type

The filing entity being formed is a professional corporation. The name of the entity is:

The name must contain the word “corporation,” “company,” “incorporated,” “limited,” “professional corporation” or an abbreviation of

one of these terms.

Article 2 – Registered Agent and Registered Office

(See instructions. Select and complete either A or B and complete C.)

A. The initial registered agent is an organization (cannot be entity named above) by the name of:

B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name M.I. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

Street Address City State

Zip Code

Article 3 – Directors

(A minimum of 1 director is required.)

The number of directors constituting the initial board of directors and the names and addresses of the

person or persons who are to serve as directors until the first annual meeting of shareholders’ or until

their successors are elected and qualified are as follows:

Director 1

First Name M.I. Last Name Suffix

Street or Mailing Address City State Zip Code Country

Form 203

Director 2

First Name M.I. Last Name Suffix

Street or Mailing Address City State Zip Code Country

Director 3

First Name M.I. Last Name Suffix

Street or Mailing Address City State Zip Code Country

Article 4 – Authorized Shares

(Provide the number of shares in the space below, then select option A or option B, do not select both.)

The total number of shares the corporation is authorized to issue is

A. The par value of each of the authorized shares is

B. The shares shall have no par value

If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, the par

value (or statement of no par value), and the preferences, limitations, and relative rights of each class in the space provided for

supplemental information on this form.

Article 5 – Purpose

(Certain restrictions and limitations apply. See instructions.)

The type of professional service to be provided by the professional entity is:

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

Form 203

Organizer

The name and address of the organizer:

Name

Street or Mailing Address City State Zip Code

Effectiveness of Filing (Select either A, B, or C.)

A. This document becomes effective when the document is filed by the secretary of state.

B. This document becomes effective at a later date, which is not more than ninety (90) days from

the date of signing. The delayed effective date is:

C. This document takes effect upon the occurrence of a future event or fact, other than the

passage of time. The 90

day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned affirms that the person designated as registered agent has consented to the

appointment. The undersigned signs this document subject to the penalties imposed by law for the

submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the

undersigned is authorized to execute the filing instrument.

Date:

Signature of organizer

Printed or typed name of organizer

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