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