How to Form a Professional Corporation in Texas (2024 Guide)

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Forming a Professional Corporation in Texas

If you would like to start and learn how to form a corporation in Texas, there are a few things that you should do now. However, in a professional corporation, professionals must create a special organizational structure to establish a professional or service corporation. Among the appropriate professions to organize a professional corporation in Texas are accountants, physicians, engineers, architects, and attorneys.

Forming a professional corporation in Texas or any business organization needs a certain number of steps. In this article, Webinarcare Editorial Team is going to share those steps. Keep in mind that these are general procedures. Depending on local law, it may be modified. For instance, your professional corporation may be subject to city or county-based rules.

Form a Professional Corporation in Texas

What is a Professional Corporation in Texas?

A professional service corporation (PSC), often known as a professional corporation (abbreviated as PC), is a particular type of organization that is permitted by state law to allow owners of specifically licensed professions to practice in the Texas. A professional corporation’s owner is answerable for their own negligence or wrongdoing but is not held personally liable for the actions of other owners. The abbreviation PC or P.C. is frequently used to denote professional corporations.

This structure allows professionals to enjoy some of the benefits and protections of a traditional corporation while maintaining their professional status and abiding by the regulations of their respective licensing boards.

LegalZoom is the recommended corporation formation if you are thinking of forming a professional corporation from scratch. However, you can always start an LLC in Texas, if you changed your mind.

– WEBINARCARE EDITORIAL TEAM

How to Form a Professional Corporation in Texas

To form a Professional Corporation in Texas for the professional service you provide, you must follow a few steps that include verifying if you are qualified for a PC, naming your business, hiring a Registered Agent, filing the Certificate of Formation – For Profit Corporation, outlining an operating agreement, requesting for an EIN, opening a bank account, getting a business license, and filing for an Annual report and taxes.

Step 1: Verify If You Are Qualified for a Professional Corporation

In forming a professional corporation in Texas, you should know if you are qualified. There are specific professions that are allowed to form a professional service corporation, including-

To provide your service, you must be qualified and have a license. In most cases, you can now form a professional corporation after finishing your studies, passing the exam, and receiving your license. If you work in an industry that does not provide a license or professional certification, you should consider starting an LLC or corporation.

Step 2: Name your Professional Corporation in Texas

After you have decided to form a professional corporation in Texas, you must choose a name for your corporation. Here are some pointers to consider when naming your professional corporation.

  • The business name should have the word PC, frequently followed by the name of the principal owner in place of Inc or LLC. (Example. John Doe, MD, PC)
  • Limit of restricted words that need a license.
  • A unique name is needed with no match
  • No confusion with a government entity name.

In Texas, if you do not wish to file your professional corporation right away but want to hold the name that you have decided on, then you can reserve your corporation name for 120 days. You must file a name reservation application in the Texas Secretary of State to keep the name.

If not already present, a professional corporation, professional association, service corporation, or professional service corporation must be included in the name. You may register your business under a different legal name if your preferred legal name is unavailable. Once you’ve decided on a name, you can apply for Texas DBA (doing business as). This way, you can run a clinic or law firm under your name.

Recommended: Unlock your business’s full potential with LegalZoom’s DBA service, providing a hassle-free experience that allows you to focus on what matters most – turning your passion into profit. We recommend –

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Step 3: Choose the Texas Registered Agent

The next step in forming a professional corporation is hiring a Registered Agent, who accepts legal paperwork for your business. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in Texas. Forming a professional corporation for your service will be easier if you have Registered Agent in Texas.

Alternatively, you can serve as your own Registered Agent if you have the time. Usually, in Texas, a Registered Agent costs is ranging from $50 – $200. To make it easier, you can hire Texas Registered Agent Services for your professional corporation.

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Step 4: File the Certificate of Formation – For Profit Corporation in Texas

After you hire a Registered Agent to form a professional corporation, the next step is to file the Texas Certificate of Formation – For Profit Corporation. In writing the Certificate of Formation – For Profit Corporation, the business name, owner’s contact information, corporation address, and Registered Agent contact information, should be written. Include the names of all co-owners as well. All owners must demonstrate that they have the necessary licenses to practice the profession in question.

Filing the Certificate of Formation – For Profit Corporation in Texas may be done with four methods that are online, fax, by mail and in-person. The Certificate of Formation – For Profit Corporation fee may vary from different state. However, in Texas, it costs $300 for filing online, by mail, in person filing, or by Fax. Create an account/Log in to the SOS site, get the e-form, fill it, and submit online. Or get the online PDF, fill it up and upload it back on the site. . For offline filing, Send the form by mail to or drop it off in person at Secretary of State, P.O. Box 13697, Austin, TX 78711-3697. Or Fax it to (512) 463 – 5709.

Step 5: Write an Operating Agreement in Texas

An operating agreement in Texas is a document that contains all of your company’s organizational details. It is optional to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The operating agreement includes information like-

  • About Business
  • Members and management
  • Capital contribution
  • Profit Distribution
  • Change of membership
  • Dissolution

Step 6: Designate the PC Board of Directors in Texas

The next step is to form the first board of directors for your PC in Texas. All of the initial directors must provide the owner with their contact information. The owner must keep records and submit them by the Texas Secretary of State. As a shareholder and owner, you must ensure that a provision for appointing a new director is included in the By-laws. In Texas, you must have Three directors in forming your Professional Corporation.

Step 7: Write the Corporate Bylaws

Now that you are done forming the team of the board of directors, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

Creating comprehensive corporate bylaws requires specific knowledge about the company, its structure, and operations. However, I can provide you with a general outline of what corporate bylaws usually include. It is crucial to consult with Texas Business Attorney or a legal expert to ensure that your bylaws comply with the laws and regulations governing your jurisdiction and industry.

  • Name and Purpose of the Corporation
  • Registered Office and Agent
  • Shareholders
  • Board of Directors
  • Officers
  • Committees
  • Indemnification and Insurance
  • Conflict of Interest
  • Records and Reports
  • Amendments
  • Miscellaneous

Step 8: Hold the First Board of Directors’ Meeting

Gather the board of directors for the first meeting after drafting the corporate bylaws. This meeting will conclude with the appointment of directors to manage the company’s daily operations, approval of the bylaws, selection of the corporation’s financial reporting year, and approval of the stock issue. Minutes should be taken at all board meetings and kept with the company’s records.

Step 9: Request an EIN in Texas.

After the operating agreement’s documentation, you should get or request an Employer Identification Number (EIN) in Texas. The tax ID for your professional corporation will be an EIN. The Internal Revenue Service can provide an EIN (IRS). It has nine digits and is comparable to a social security number. Nevertheless, EIN is different from SSN. Only business-related tasks, primarily filing general taxes, are performed using it. The form needs to be filled out and submitted online to the IRS.

The application of an EIN in Texas can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in several ways. It will give your professional corporation the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

Recommended: With LegalZoom’s EIN service, obtaining your business’s crucial tax ID becomes a breeze, saving you time and effort by handling the complexities so you can quickly set sail on your entrepreneurial voyage. We recommend –

– LegalZoom – $79 (Standard Fee)

Step 10: Open a Bank Account and Prepare for Taxes.

You should open a business bank account as soon as you have applied for and received your Employer Identity Number because you will use this account for yourself, your clients, and your staff. Check out the Best Banks in Texas for you to decide on which bank you are going to open an account.

Due to your organization’s increased legality and liquidity, having a US business bank account may make conducting business in Texas easier. Most banks require an EIN for businesses other than sole proprietorships to open a business bank account. Also, keeping your accounts separate will prevent you from merging your personal and business finances. Also, filing taxes is simpler when you have an EIN. You can expect to pay employee and corporate taxes when you form a professional corporation.

Step 11: Get a Business License in Texas

Before your professional corporation operates in Texas, you must have Texas Business License first. A business license is a formal document issued by a state government agency that allows you to conduct business in the geographic area governed by that agency. The cost of business licenses and permits in Texas ranges from $50 – $300. You must check with the local authorities to see if any special licenses or permits are required.

Step 12: File Your Taxes in Texas

Finally, you’ve arrived at the final process. Remember to file your taxes when you have obtained a business license and are ready to begin operations. To avoid a large tax bill, you should begin paying taxes quarterly as soon as possible. Each state has different tax requirements. Start examining the Texas tax classification for the taxes that an LLC in Texas must pay.

Main Characteristics of a Professional Corporation

In forming a Professional Corporation, the main characteristics must be distinguished before forming it. These are the general characteristics of forming a Professional Corporation in Texas.

  • Limited Liability Protection: A professional corporation provides its owners, shareholders, or members limited liability protection like a regular corporation. This means the shareholders’ personal assets are generally protected from business debts, obligations, and lawsuits, except in malpractice or professional negligence cases.
  • Texas Licensing Requirements: All shareholders must typically be licensed professionals in the same field in a professional corporation. The corporation must also comply with specific state regulations and licensing requirements that govern the profession.
  • Governance and Management: A professional corporation is governed by a board of directors, who the shareholders elect. The board appoints officers to manage the day-to-day operations of the corporation. All directors and officers must be licensed professionals in the same field as the corporation.
  • Taxation: Professional corporations are taxed as C corporations, where the corporation pays taxes on its income, and shareholders pay taxes on dividends received from the corporation. However, some professional corporations may be eligible for S corporation status, allowing pass-through taxation. Income, losses, deductions, and credits flow to the shareholders, who report this information on their income tax returns.
  • Restrictions on Ownership and Transfer of Shares: Professional corporations often restrict the ownership and transfer of shares to ensure that only licensed professionals in the same field can become shareholders. This helps maintain the professional nature of the corporation and adheres to state licensing requirements.
  • Malpractice Liability: While a professional corporation provides limited liability protection for general business debts and obligations, it does not shield shareholders from liability for their own malpractice or professional negligence. Shareholders can still be personally liable for their actions in providing professional services.

In summary, a professional corporation is a specialized corporate structure designed for licensed professionals, offering limited liability protection and a formal governance structure while adhering to state licensing requirements and regulations.

Maintain Professional and Business License in Texas

You must maintain or renew your professional license regularly now that you have established your professional corporation. Even if your company is well-established, it is only meaningful if you have a valid operating license. And it makes no difference if your professional license is still valid for a year or two, but your business license has already expired.

Make time at least once a year to check the status of your licenses. You won’t miss anything important this way. You can address any issues that arise.

Filing Annual Report in Texas

In Texas, you must submit a report. The owners’ and Registered Agent’s names and contact details are listed in the Annual Report. Also, it should include all of your yearly financial activity. You must submit the report every 1 year in the Texas Secretary of State.

FAQs

What is a professional corporation?
A professional corporation is a type of corporation that is established for licensed professionals such as lawyers, doctors, and accountants.
How is a professional corporation different from a regular corporation?
A professional corporation is tailored specifically to meet the needs of licensed professionals, while a regular corporation can include any type of business.
What is the process of forming a professional corporation in Texas?
To form a professional corporation in Texas, you need to file Articles of Incorporation with the Secretary of State and receive a Certificate of Formation.
Are there any requirements for shareholders in a Texas professional corporation?
Shareholders in a Texas professional corporation must all be licensed in the same profession as the corporation.
What types of professionals can form a Texas professional corporation?
Texas allows licensed professionals such as doctors, lawyers, dentists, and accountants to form a professional corporation.
Is a professional corporation liable for its employees’ actions in Texas?
Yes, a Texas professional corporation is liable for the actions of its employees.
What is the advantage of forming a professional corporation in Texas?
The main advantage of forming a professional corporation in Texas is the limited liability protection it provides to the shareholders.
Can a professional corporation shield shareholders from malpractice suits in Texas?
No, a professional corporation cannot shield its shareholders from malpractice suits in Texas.
What is the taxation of a Texas professional corporation?
A Texas professional corporation is treated as a regular corporation for tax purposes.
Are there any filing requirements for a professional corporation in Texas?
Yes, a Texas professional corporation must file an annual report with the Secretary of State.
Is there a minimum number of shareholders required for a Texas professional corporation?
No, there is no minimum number of shareholders required for a Texas professional corporation.
Can a Texas professional corporation do business in other states?
Yes, a Texas professional corporation can do business in other states, but they must register in each state where they want to do business.
What happens if a shareholder in a Texas professional corporation dies or retires?
The shares owned by the shareholder will be transferred to their estate or to a designated successor.
How is the management of a Texas professional corporation structured?
A professional corporation in Texas can choose to be managed by a board of directors or by the shareholders directly.
Can a Texas professional corporation use a DBA or trade name?
Yes, a Texas professional corporation can use a DBA or trade name.
What is the renewal fee for a Texas professional corporation?
The renewal fee for a Texas professional corporation is $125.
Can a professional corporation in Texas issue stock options or grants to employees or contractors?
Yes, a Texas professional corporation can issue stock options or grants to employees or contractors, but they must comply with all applicable securities laws.
Does a professional corporation in Texas need to hold shareholder meetings and keep minutes?
Yes, a Texas professional corporation needs to hold shareholder meetings, keep minutes, and maintain proper corporate records.
Is a registered agent required for a Texas professional corporation?
Yes, a Texas professional corporation is required to have a registered agent with a Texas physical address.
Can a Texas professional corporation have multiple classes of stock?
Yes, a Texas professional corporation can have multiple classes of stock, each with different voting rights and dividend preferences.
What is the annual franchise tax for a Texas professional corporation?
The annual franchise tax for a Texas professional corporation is $800.
Does a professional corporation in Texas need to register with the Texas State Board of Public Accountancy?
Yes, a Texas professional corporation providing accounting services must register with the Texas State Board of Public Accountancy.
Can a shareholder in a Texas professional corporation sue the corporation for damages caused by other shareholders or business decisions?
Yes, a shareholder in a Texas professional corporation can sue the corporation for damages caused by other shareholders or certain business decisions.
Can a Texas professional corporation own real estate or other assets?
Yes, a Texas professional corporation can own real estate or other assets, but they must be used for the benefit of the corporation’s professional license.
Can a Texas professional corporation provide services outside of its licensed profession?
No, a Texas professional corporation is limited to providing services only within its licensed profession.
What is a Certificate of Formation and how is it obtained for a Texas professional corporation?
A Certificate of Formation is a legal document that officially establishes a Texas professional corporation with the Secretary of State. It is obtained by filing Articles of Incorporation.
Can a professional corporation in Texas apply for grants and loans?
Yes, a professional corporation in Texas can apply for grants and loans, but they must comply with all applicable regulations and restrictions.
What happens if a Texas professional corporation becomes inactive or dissolves?
If a Texas professional corporation becomes inactive or dissolves, they must file proper forms with the Secretary of State to formally terminate their status and avoid future liabilities.
Can a non-resident own shares in a Texas professional corporation?
Yes, a non-resident can own shares in a Texas professional corporation, but they must comply with any applicable regulations regarding foreign ownership.
What is a professional corporation in Texas?
A professional corporation in Texas is a legal structure designed specifically for licensed professionals.
Who is eligible for forming a professional corporation in Texas?
Generally, only licensed professionals such as doctors, lawyers, certified public accountants, and engineers can form professional corporations in Texas.
Is forming a professional corporation in Texas more expensive than a regular corporation?
Yes, it is typically more expensive to set up a professional corporation in Texas because of the additional requirements and filings.
What is a “certificate of formation” and how do I get one for my Texas-based professional corporation?
A certificate of formation is a legal document that establishes the existence of your professional corporation in Texas. You can get one by filing the appropriate forms and fees with the Texas Secretary of State.
Can a professional corporation be owned by non-professionals?
In Texas, at least 51% of the ownership of a professional corporation must be by licensed professionals in the same field as the corporation.
What are the benefits of forming a professional corporation in Texas?
The main benefits of forming a professional corporation in Texas include personal liability protection, tax advantages, and greater control over the business.
What is the minimum number of shareholders required to form a professional corporation in Texas?
Texas law doesn’t specify a minimum number of shareholders for a professional corporation.
How is a professional corporation taxed in Texas?
A professional corporation in Texas is generally taxed as a C corporation with some unique rules that apply to licensed professionals, such as deductibility of certain expenses.
Are there any restrictions on the name of a professional corporation in Texas?
Yes, the name of a Texas professional corporation must meet specific naming requirements, indicating that it’s a professional entity, and not imply services that are outside the scope of the licensed professionals under which the entity is formed.
What is the “board of directors” for a Texas professional corporation?
The board of directors for a professional corporation in Texas is responsible for managing the overall affairs of the business and making decisions on behalf of shareholders.
What licenses and permits may be needed to form a professional corporation in Texas?
Depending on the nature of the business, a professional corporation may require additional licenses and permits from state agencies such as the Texas Medical Board, the Texas Board of Legal Specialization and other similar entities.
What kind of documentation is required to form a Texas professional corporation?
In Texas, you must file a Certificate of Formation, prepare Bylaws, and hold initial organizational meetings, among other documents, to form a professional corporation.
What is the renewal fee for a professional corporation in Texas?
The renewal fee for a Texas professional corporation is typically $300, which covers the company’s legal status and ability to operate in the state.
What is the difference between a sole proprietorship and a professional corporation in Texas?
A sole proprietorship and a professional corporation in Texas differ in structure, tax treatment, and ability to LIMIT personal liability regarding matters pertaining to reception of professional fees
Can a professional corporation convert into a limited liability company in Texas?
Yes, both entities can be subject to conversions; Professional corporations convert to professional limited liability companies (PLLCs) when changing to an alternative business structure due to having licensed professionals
What is the effect of limited liability protection on professional practice?
The existence of limited liability protection creates a boundary where professionals are not primarily responsible depending on state laws when a client experienced loss because of their service.
Can a professional corporation have more than one type of professional in Texas?
Texas professional corporations can only have one type of professional which the company is formed under.
Can professionals working in multiple types of businesses form one multi-disciplinary professional corporation in Texas?
No, only one profession under which the professional corporation is founded can be included due to the difference of qualifications and regulations required in each profession.
How do regulations and oversight differ between professional corporations vs regular corporations in Texas?
Texas professional corporations are specially regulated at the state level by an appointed team of individuals, avoiding direct association unlike that of traditional corporations.
Who has an opportunity for personal liability protection when working in a professional corporation in Texas?
All shareholders and professionals working in the corporation have privilege of having their own separate liability protection during practice due to the risk level of their particular profession. All cannot be held responsible for their colleague’s misconduct on service as well as the entity they form.
Can a sole practitioner form a professional corporation in Texas?
Yes, as far as we concerned, they are eligible for forming traditional corporations just like any other business either at the state or the federal level for liability and tax purposes. If sole proprietors aim to join for professional practice, they can create a separate entity for that particular practice.
What are Bylaws, and why do we need them for a professional corporation in Texas?
The Bylaws serve as a key purpose for developing the guidelines for your Texas professional corporation. Bylaws point out governance procedures of the corporation, detail regulations essential to shareholders’ rights, and contain corporate officer stipulations.
What is the role of the Secretary of State when forming a professional corporation in Texas?
The Secretary of State supervises the formation of business organizations and maintains records linked with business entities making sure that their activities here follow state laws and regulations to securely adhere requirements for regulating and taxation.
How long will it take to form a professional corporation in Texas?
The formed entity commences state-driven Annual maintenance for any Business Assessment reporting before beginning the operating phase of their business. Outside of this, the process may take precise weeks or months contingent on business demands.
What steps do I need to take in order to have the professional corporation recognized in Texas?
To legally recognize/register your professional corporation, you must abide by guidelines brought out in state laws and file Documentation delivered to the Texas PUC.
Does Texas Permit “Non-Licensed” technicians in professional corporations?
In Texas, certain support team members including reception email operators, subordinates, and similar classes individuals may not require occupational or business licenses to practice.
Can a person be listed as part of or With acting responsibility within different types of corporations in Texas?
Participation in participation of separate company categories is authorized among joint-stock limited liability associations in which such loopholes are allowed with somewhat significant degrees of stringency.
After forming my Texas professional corporation, what should I do next?
As soon as your instance of legal entity notion comes to realization comes a sense of relief understandable, from then on you must work with strict guidelines established in executing legal Acts regarding licensing and yearly assessment requirements as expected for taxation and regulation regulatory necessities, keep updated through tax compliance materials.

Also Read

How to Save Money While Forming Texas Professional Corporation

One of the first things you can do to save money when forming a professional corporation in Texas is to educate yourself on the process. There is a wealth of information available online about setting up a business in Texas, including step-by-step guides and resources that can help you understand the requirements and make informed decisions. By taking the time to educate yourself, you can avoid costly mistakes and ensure that you are meeting all of the necessary legal obligations.

Another way to save money when forming a professional corporation in Texas is to consider whether you really need to hire an attorney to help with the process. While it can be beneficial to work with a lawyer who specializes in business law, it is not always necessary, especially if you are confident in your ability to research and prepare the necessary paperwork yourself. By taking the time to understand the legal requirements and following the guidelines provided by the state of Texas, you can save yourself the expense of hiring an attorney.

Additionally, when forming a professional corporation in Texas, it is important to carefully consider the type of entity you want to create. There are several different options available, each with its own set of requirements and costs. By choosing the entity type that best suits your business needs and goals, you can avoid unnecessary expenses and ensure that you are setting yourself up for success.

It is also important to shop around for the best deals on services and products that you will need to form your professional corporation. From registering your business with the state to obtaining required licenses and permits, there are a variety of costs associated with starting a business in Texas. By comparing prices and exploring your options, you can find ways to save money and reduce your overall expenses.

Finally, one of the most important ways to save money when forming a professional corporation in Texas is to have a clear business plan in place from the start. By outlining your goals, target market, and financial projections, you can avoid costly setbacks and ensure that you are on the right path to success. A well-thought-out business plan can also help you secure financing and support from investors, which can further reduce your out-of-pocket expenses.

In conclusion, forming a professional corporation in Texas does not have to break the bank. With some research, planning, and careful decision-making, you can save money and still establish a successful business that meets all of the legal requirements. By following these tips and staying informed about the process, you can set your professional corporation up for success without breaking the bank.

Conclusion

In conclusion, forming a professional corporation in Texas is a strategic decision for licensed professionals who seek to combine their expertise and services under a single corporate entity. This business structure offers limited liability protection, a formal governance structure, and compliance with state licensing requirements. However, it also comes with certain restrictions on ownership, transfer of shares, and personal liability for professional malpractice. By carefully considering the advantages and disadvantages of a professional corporation, professionals can determine whether this structure aligns with their business goals, regulatory requirements, and risk management needs, ultimately contributing to a more organized, secure, and compliant professional practice.

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