vState Filings

Business Formation and Compliance Services in Houston, TX

Business Formation and Compliance Services in Houston, TX

Houston is the largest city in Texas and the fourth largest in the United States, and its business base reflects that scale. Energy majors and their service contractors along the Energy Corridor, hospital systems and physician groups inside the Texas Medical Center, petrochemical operators along the Ship Channel, freight forwarders and customs brokers tied to the Port of Houston, and the real estate and investment firms clustered around the Galleria all share one trait: their entity structures are rarely simple.

A Houston company frequently needs more than a single-member LLC. It needs a holding company and operating subsidiaries, a special purpose entity for a specific asset, foreign qualification in three or four states, a professional entity that satisfies Texas licensing law, and UCC filings that perfect a lender’s security interest correctly the first time.

vState Filings LLC has handled that work since 2007 for more than 100,000 clients nationwide. We file in all 50 states, and we know Texas procedure well enough to keep your filings moving instead of sitting in a rejection queue. Call (866) 638-3309 to talk through your structure before you file.

Why Houston Businesses Choose vState Filings LLC

Most filing services are built around one product: a cheap LLC. That model breaks the moment a business has a second entity, a licensed professional owner, an out-of-state parent, or a lender who requires a perfected first-position lien.

We built vState for the second category. Our team prepares and files entity formations, foreign registrations, conversions, mergers, amendments, dissolutions, and UCC records — and we track the compliance obligations that follow, so nothing lapses quietly.

Texas is unforgiving about one thing in particular. If a taxable entity fails to satisfy its franchise tax reporting obligations with the Comptroller, the state can forfeit the entity’s right to transact business in Texas, and the officers and directors can lose the liability shield that was the entire reason for forming the entity. That outcome is preventable, and preventing it is part of what we do.

signing corporate legal documents
What Sets Us Apart

What Sets Us Apart

  • Structure-first, not form-first. We ask what the entity is for before we ask which form to file. A drilling services company with equipment financing has different needs than a Midtown restaurant group.
  • Multi-entity capability. Holding companies, operating subsidiaries, special purpose entities, and series structures — filed as a coordinated set, not as seven disconnected orders.
  • Full UCC practice. Filing, amendment, continuation, termination, debtor and secured party searches, and litigation and bankruptcy searches. Relevant to any Houston lender, equipment lessor, or borrower.
  • Professional entity experience. Texas restricts who may own a PLLC or PC. We prepare those filings so the ownership and management structure holds up.
  • Registered agent service and compliance monitoring across all 50 states, with deadline reminders for franchise tax reports, annual reports, and renewals.
  • Document retrieval. Certificates of fact and status, certified copies, and apostilles — the last of which matters for Houston’s international trade and energy contracts.
  • People who answer. Reach a filing specialist at (866) 638-3309.

Houston Entity Formation Services — Every Business Structure Covered

Texas entities are formed by filing a certificate of formation with the Secretary of State. The state filing fee for a Texas for-profit corporation, professional corporation, LLC, or PLLC is $300 (Forms 201, 203, 205, and 206). Limited partnerships and professional associations are $750 (Forms 204 and 207). Nonprofit corporations are $25 (Form 202). State fees are current as of August 2026 and are separate from our service fees.

LLC Formation in Houston, TX

The LLC is the default choice for most Houston operating businesses, real estate holdings, and joint ventures. It is formed on Form 205 for a $300 state fee, and it can be member-managed or manager-managed — a distinction that matters more than most founders expect, because it determines who has authority to bind the company and who gets named in the public record. Every Texas entity must designate a registered agent and a registered office in Texas. We prepare the certificate of formation, confirm the name is distinguishable in the Secretary of State's records, handle the registered agent designation, and obtain your EIN.

C-Corporation Formation in Texas

A Texas for-profit corporation is formed on Form 201 for a $300 state fee. Corporations remain the right structure for companies planning institutional equity financing, issuing multiple classes of stock, or building toward an acquisition — a common path for Houston energy technology and medical device companies. The certificate of formation must state the number of authorized shares and par value. We prepare the filing, the initial consents, and bylaws, and we supply corporate supplies including seals, stock certificates, and record books.

S-Corporation Election

An S corporation is a federal tax election, not an entity type. Both an LLC and a corporation can elect S status by filing IRS Form 2553 within the applicable deadline, which converts the business to pass-through taxation with reasonable-compensation payroll treatment for owner-employees. Texas has no personal income tax, so the S election is driven primarily by federal self-employment tax planning. Note that S corporations are still subject to the Texas franchise tax — the state does not recognize the federal election as an exemption. We prepare and file the election and coordinate the timing with your CPA.

Professional LLC (PLLC) Formation

Texas requires licensed professionals to use a professional entity. A professional service under Texas law is one for which a state license is a condition precedent to practice — physicians, dentists, attorneys, veterinarians, architects, engineers, and similar licensees. The restrictions are real. Members, managers, and officers of a PLLC must generally be professional individuals licensed in the same service or professional organizations. A PLLC may generally render only one type of professional service unless Texas law expressly authorizes a joint practice — for example, doctors of medicine and doctors of osteopathy may jointly form and own a PLLC with licensed optometrists. Where a PLLC is formed jointly by a physician and a physician assistant, the organizer must be a physician and physicians must control and manage the entity. This matters constantly in the Texas Medical Center. If you are forming a practice entity, call (866) 638-3309 before you file. A PLLC filed with an ineligible owner is a problem that surfaces later, usually during a payer credentialing review or a practice sale.

Professional Corporation (PC)

The PC is formed on Form 203 for a $300 state fee and carries similar ownership limitations. Some Houston practices prefer the corporate form for its established governance framework, its fit with existing group compensation arrangements, or because a hospital affiliation or payer contract expects it.

Limited Partnership (LP) Formation

Texas LPs are formed on Form 207 for a $750 state fee. The LP remains the standard vehicle for Houston oil and gas programs, energy investment funds, and commercial real estate syndications, with a general partner holding management authority and limited partners holding passive economic interests. Most sponsors form an LLC to serve as the general partner so no individual carries unlimited GP liability. We file both entities together and prepare the certificate of formation for each.

Limited Liability Partnership (LLP)

Texas LLP registration is $200 per partner, and — unlike LLCs and corporations — LLPs file an annual report with the Secretary of State to maintain the registration. The LLP is used most often by Houston law, accounting, and engineering firms.

Texas Franchise Tax and the Public Information Report

Texas does not require LLCs or corporations to file an annual report with the Secretary of State. The recurring obligation runs to the Texas Comptroller instead, and it is due May 15 each year.

The rules changed. Senate Bill 3, enacted in 2023, raised the no-tax-due threshold and eliminated the No Tax Due Report for report year 2024 and later. For 2026 and 2027, the no-tax-due threshold is $2,650,000 in annualized total revenue, up from $2,470,000 for 2024 and 2025. An entity at or below that threshold owes no franchise tax and no longer files a No Tax Due Report.

It does not, however, get to file nothing. Every taxable entity formed as a corporation, LLC, limited partnership, professional association, or financial institution organized in Texas or with Texas nexus must file the Public Information Report (Form 05-102) annually. Other taxable entities file the Ownership Information Report (Form 05-167). As the Comptroller states plainly, the PIR or OIR is due even when the entity owes no franchise tax because its revenue is at or below the threshold.

This is where Houston businesses most often fall out of good standing. The owner hears “under the threshold, no tax due,” concludes there is nothing to file, and misses the information report. Missed reports lead to forfeiture of the right to transact business and the loss of liability protection for owners and officers, followed by a reinstatement process. vState tracks the May 15 deadline, files the report, and handles reinstatement if you are already forfeited.

Texas Franchise Tax and the Public Information Report

UCC Filings and Searches for Houston Lenders and Borrowers

Houston runs on secured credit. Reserve-based lending, drilling and completion equipment finance, marine and terminal assets, medical equipment leases, and inventory and receivables facilities for Port-adjacent distributors all depend on a properly perfected security interest — and perfection depends on a correctly indexed UCC-1.

The Texas Secretary of State is the central filing office for UCC financing statements. Note an operational change: since August 29, 2025, the Texas SOS no longer accepts paper UCC filings. All UCC records must be submitted online through the SOS Portal. State fees are low — a financing statement or amendment is $5, a web inquiry search is $1, and a certified debtor or secured party search certificate is $15 — but the cost of an error is not. A misspelled organization name can render a filing seriously misleading and leave a lender unperfected.

vState handles UCC-1 filings, amendments, continuations, and terminations; debtor and secured party searches; and litigation and bankruptcy searches for diligence. If you are closing a credit facility on a deadline, call (866) 638-3309.

Expanding Into Texas? Foreign Qualification and Conversions

An out-of-state entity that transacts business in Texas must register with the Secretary of State. The application for registration fee for most foreign entities is $750. Registration also requires a Texas registered agent and, in most cases, a certificate of existence from the home state.

Delay is expensive. Texas charges a late filing fee equal to the registration fee — $750 — for each calendar year or partial year the entity transacted business before registering, after a 90-day grace period. An unregistered foreign entity also cannot maintain a suit in Texas courts until it registers, which is a serious problem when you need to enforce a contract or collect a receivable.

If you would rather move the entity to Texas outright than register it as a foreign entity, Texas permits conversion. We handle both paths, along with mergers, amendments, name changes, and withdrawal or dissolution filings. Companies coordinating across the Texas triangle can pair this page with our Austin, San Antonio, and Dallas services.

corporate business expansion success

Beyond Formation — Ongoing Texas Business Compliance

Registered agent. A Texas registered agent must be an individual Texas resident or an organization authorized to do business in Texas — the entity itself cannot serve as its own agent. The registered office must be a street address where process can be personally served during business hours, and it may not be solely a mailbox or answering service address. Texas also requires the agent’s written or electronic consent (Form 401-A); that consent is retained by the entity rather than filed, though it may be submitted to the Secretary of State for $15 to be indexed in the entity’s filing history.

Expedited processing. Texas Express reached full rollout on July 14, 2026. Standard expedited processing is $50 per document with a two-to-three business day turnaround; next-day service is $500 per document; same-day service is $750 per document for filings received by noon. Expediting does not guarantee acceptance — each document is still reviewed for statutory compliance, which is why preparation quality matters more than the fee tier you pay.

Assumed names (DBA). An assumed name certificate is $25 and may run up to ten years. Since September 1, 2019, a registered entity that files with the Secretary of State is no longer required to also file with the county clerk. Sole proprietorships and general partnerships still file at the county level — Harris County or Fort Bend County, depending on where the office is maintained.

Other filings we handle: EIN applications, amendments ($150), terminations ($40), certificates of fact and status ($15), certified copies, apostilles for international contracts, charitable solicitation registration, nonprofit and 501(c)(3) formation, reinstatement after forfeiture, and corporate supplies.

Federal BOI reporting. This rule changed materially. On August 14, 2026, FinCEN finalized a rule under which entities created in the United States are exempt from beneficial ownership information reporting under the Corporate Transparency Act. Reporting obligations now apply only to entities formed under foreign law that register to do business in a U.S. state or tribal jurisdiction, and those entities do not report U.S. persons as beneficial owners. If your Houston company was formed in Texas, Delaware, or any other state, you have no BOI filing obligation. If you are registering a foreign-formed entity into Texas, call us at (866) 638-3309 to confirm your position.

Serving Houston and the Greater Gulf Coast Region

Serving Houston and the Greater Gulf Coast Region

We work with clients across Downtown Houston, the Energy Corridor, the Texas Medical Center, the Galleria and Uptown, Midtown, Pasadena, and out through The Woodlands, Sugar Land, Katy, and Pearland — across Harris County, Fort Bend County, and the surrounding Gulf Coast counties.

Because filings are handled electronically with the Secretary of State and the Comptroller, you never need to visit an office. You get a filing specialist who understands both Texas procedure and the multi-state footprint most Houston companies eventually acquire.

Ready to Form Your Houston Business? Let's Get Started.

Tell us what you are building and we will tell you what it takes to file it correctly — entity type, state fees, timeline, and the compliance calendar that follows.

Call (866) 638-3309 or request a consultation online. Formation, foreign qualification, UCC work, registered agent service, and ongoing Texas compliance, handled by a firm that has been doing this since 2007.

Frequently Asked Questions About Business Formation in Houston, TX

How much does it cost to form an LLC in Houston, Texas?

The Texas Secretary of State filing fee for a certificate of formation (Form 205) is $300, the same statewide — there is no separate Houston or Harris County formation fee. Optional costs include expedited processing starting at $50 per document, an assumed name certificate at $25, and registered agent service. vState’s service fee is quoted upfront with no surprises.

Timing depends on the service tier. Under Texas Express, standard expedited processing is $50 per document with a two-to-three business day turnaround, next-day service is $500 per document, and same-day service is $750 per document for filings received by noon. Non-expedited filings vary with the Secretary of State’s queue, which shifts with volume — we confirm current timing when you file. Expediting speeds review but does not guarantee approval; a defective document still gets rejected.

Yes. Every Texas entity and every registered foreign entity must maintain a registered agent and registered office in Texas. The agent must be an individual Texas resident or an organization authorized to do business in Texas — the entity cannot name itself. The registered office must be a street address where process can be personally served during business hours, and it cannot be solely a mailbox service address. vState provides registered agent service in Texas and all 50 states.

Not with the Secretary of State. Texas LLCs and corporations do not file a state annual report. Instead, the annual obligation runs to the Texas Comptroller and is due May 15. For 2026 and 2027, entities with annualized total revenue at or below $2,650,000 owe no franchise tax, but they must still file the Public Information Report (Form 05-102) or, for entities other than corporations, LLCs, LPs, professional associations, and financial institutions, the Ownership Information Report (Form 05-167). Texas LLPs are the exception — they do file an annual report with the Secretary of State.

Failure to satisfy franchise tax reporting can lead to forfeiture of the entity’s right to transact business in Texas and forfeiture of the liability protection that shields owners, officers, and directors from company debts. Restoring the entity requires filing the delinquent reports and completing a reinstatement process. vState handles both the ongoing filings and reinstatement for entities that are already forfeited.

If your company was created in the United States, no. FinCEN’s final rule issued August 14, 2026 exempts U.S.-created entities from beneficial ownership information reporting. The requirement now applies only to entities formed under foreign law that register to do business in a U.S. state or tribal jurisdiction, and those entities do not report U.S. persons as beneficial owners. Be careful with older online guidance — this rule reversed course more than once between 2024 and 2026.

It depends on your entity. A registered entity — an LLC, corporation, or LP — files an assumed name certificate (Form 503) with the Secretary of State for $25, and since September 1, 2019, it is no longer required to also file with the county clerk. A sole proprietorship or general partnership still files with the county clerk in each county where it maintains a business office, which for most Houston operators means Harris County or Fort Bend County.

You need to register as a foreign entity with the Texas Secretary of State, typically for a $750 fee, and appoint a Texas registered agent. Register promptly: after a 90-day grace period, Texas assesses a late filing fee equal to the registration fee for each calendar year or partial year of unregistered activity, and an unregistered foreign entity cannot maintain a lawsuit in Texas courts until it registers. If you would prefer to redomesticate rather than register, Texas permits conversion. Call (866) 638-3309 and we will walk through which path fits.