Incorporation Attorney
Business-Focused Counsel
Starting a corporation is one of the most important decisions a business owner will make. The structure you choose will influence taxation, governance, investment opportunities, and long-term growth. Just as important, however, is determining whether a corporation is the right entity for your business in the first place.
At Business & Transaction Attorneys, our Houston incorporation attorneys help entrepreneurs and growing companies form corporations that support their long-term business strategy. From choosing between a C-Corporation or S-Corporation to preparing governance documents and completing Texas filings, our firm guides clients through every step of the corporate formation process.
Our goal is simple: help you build the right legal foundation so your company can grow with confidence.
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Why Incorporate in Texas?
A corporation can make it easier to raise capital, issue stock, and prepare for future expansion or acquisition. Texas continues to attract entrepreneurs and investors because of its business-friendly legal environment and strong economy. Forming a corporation in Texas offers several advantages:
- No state income tax for individuals
- Access to a large and growing business market
- Credibility with investors and lenders
- Clear corporate governance rules
- Flexibility in structuring ownership and management
Working with a Houston corporate formation lawyer helps business owners understand how these benefits apply to their specific situation and avoid mistakes during the formation process.
C-Corp vs. S-Corp: Choosing the Right Structure
Many business owners considering incorporation must decide between forming a C-Corporation or electing S-Corporation tax treatment. In some cases, the better question is whether a corporation is the right structure at all compared to other entity options.
The right structure depends on factors such as ownership plans, tax strategy, and future investment goals. Our attorneys work with clients to evaluate these considerations and determine the most appropriate path forward.
C-Corporations
A C-Corporation is the traditional corporate structure used by many growing companies.
Key characteristics include:
- Ability to issue multiple classes of stock
- No limits on the number of shareholders
- Suitable structure for venture capital or private equity investment
- Corporate income taxed separately from shareholders
Many high-growth companies choose this structure because it supports outside investment and complex ownership arrangements.
S-Corporations
An S-Corporation is not a different entity type under Texas law. Instead, it is a tax election available to certain corporations.
Key characteristics include:
- Pass-through taxation for federal income tax purposes
- Limited to 100 shareholders
- Shareholders must generally be U.S. individuals
- Only one class of stock permitted
This structure may offer tax advantages for certain closely held businesses.
Corporate Governance Requirements
Corporations must follow formal governance rules that differ from those of an LLC. These requirements provide structure and accountability within the company.
Common governance components include:
- Board of Directors responsible for strategic oversight
- Corporate Officers managing day-to-day operations
- Shareholder rights and voting procedures
- Annual meetings and corporate records
Proper documentation plays a major role in corporate governance. Key formation documents often include:
- Corporate bylaws
- Shareholder agreements
- Initial board resolutions
- Stock issuance documentation
Our Houston corporate formation lawyers help clients draft these documents so the corporation operates smoothly from the beginning.
The Texas Corporate Filing & Compliance Process
Forming a corporation in Texas involves several legal and administrative steps.
Typical steps include:
- Selecting a Corporate Name
The name must comply with Texas naming rules and be available with the Texas Secretary of State.
- Preparing and Filing the Certificate of Formation
This document officially creates the corporation under Texas law.
- Creating Corporate Governance Documents
Bylaws, shareholder agreements, and board resolutions establish the rules that govern the company.
- Issuing Shares to Founders and Investors
Share ownership must be properly documented.
- Obtaining Federal and State Tax Registrations
This includes obtaining an EIN and filing any required tax elections such as S-Corporation status.
- Maintaining Ongoing Compliance
Corporations must maintain records, hold required meetings, and file necessary reports.
About B&T Attorneys
Your Team of Houston Incorporation Attorneys
Attorney Gil Melman, brings over three decades of transactional experience, including senior roles at major international law firms and Chief Legal Officer positions at publicly traded corporations. His extensive in-house legal expertise allows him to cut through unnecessary legal complexities, providing clear, strategic guidance that addresses the real-world business risks you face.
Unlike traditional outside counsel, Gil takes a quarterback approach, assembling specialized teams with expertise in tax, environmental, employment, and franchise regulations as needed. This targeted approach reduces your overall legal expenditure by ensuring that you only pay for the precise expertise required for your compliance needs.
Comprehensive Legal Services in Houston
Drafting, reviewing, and negotiating clear, enforceable contracts to protect your business interests.
Providing cost-effective, ongoing legal advisory services without the overhead of full-time counsel, tailored specifically to your operational needs.
Creating customized partnership agreements, operating agreements, and shareholder agreements to clarify roles, responsibilities, and expectations.
Advising on entity selection (LLC, corporation, partnerships), handling formation filings, and structuring entities for optimal tax and operational efficiency.
Structuring, negotiating, and finalizing transactional agreements that are tailored to your specific goals and designed to minimize risk while supporting long-term success.
Guiding businesses through strategic acquisitions, mergers, due diligence processes, negotiations, and comprehensive documentation.
Structuring fundraising initiatives, drafting investment agreements, and ensuring full compliance with applicable securities regulations.
Frequently Asked Questions
Do I need a lawyer to incorporate in Texas?
Texas allows businesses to file formation documents online. Many business owners choose to work with a lawyer because the filing is only one part of the process. Governance documents, ownership structure, and tax elections require careful planning.
How long does it take to incorporate in Texas?
Processing times vary depending on filing method and state workload. Online filings with the Texas Secretary of State can sometimes be processed within a few business days.
What is the difference between an LLC and a corporation?
An LLC generally offers flexible management and fewer formal governance requirements. Corporations follow a more structured governance model with directors, officers, and shareholders. Many companies choose corporations when planning for outside investment or significant growth.
Can my corporation elect S-Corp taxation later?
Yes. Many corporations initially form as standard corporations and later elect S-Corporation tax treatment if they meet IRS eligibility requirements.
How much does it cost to incorporate in Texas?
Costs include the Texas filing fee, potential tax registrations, and legal fees for preparing governance documents and advising on structure.
Is a corporation the right entity for my business?
Not every business benefits from a corporate structure. Factors such as ownership goals, tax considerations, administrative requirements, and growth plans all play a role in determining the right entity type. Our attorneys help business owners evaluate these factors and decide whether forming a corporation, an LLC, or another structure better aligns with their long-term objectives.
Why Choose Us
Reasons For Choosing BT Attorneys
Cost-Efficient Counsel
By assembling specialized legal teams only when necessary, we deliver exceptional compliance guidance without inflated costs.
Customized Compliance Solutions
We craft personalized compliance strategies aligned with your business goals, ensuring efficiency, clarity, and effectiveness.
Comprehensive Regulatory Knowledge
Our extensive understanding of federal, state, and local regulations ensures your business remains fully compliant, avoiding surprises and ensuring uninterrupted operations.
Deep In-House Legal Expertise
Gil’s experience as a Chief Legal Officer provides unmatched insight into the commercial realities of compliance, helping clients proactively manage risk rather than merely reacting to problems.
Proactive Risk Mitigation
Our team identifies potential compliance exposures early, significantly reducing your legal and operational risks.
What Our Clients Say
Sean - CEO & Co-Founder
Gil Melman has served as our outside council for several years. He has provided outstanding legal guidance and support for a broad range of our needs. Gil can be a bulldog when it comes to protecting our position. However, he is pragmatic with regard to business relationships and needs. I have led multi-billion dollar businesses at large corporations, and I can honestly say that Gil has provided us the best legal representation in my career. It has been my experience that most corporate lawyers see things in black and white. Gil advises on the black and white will also educating me on the aspects and mitigation strategy for the gray areas as well. This is extremely valuable because things usually end up in these gray areas, and I am better prepared.
Scott - President & Founder
Highly Recommend. We had a very complex purchase, included upfront and residual payments, in addition to stock allocations of different types. Gil did an amazing job of protecting us and catching all of the little details that we missed. When engaging in negotiations on terms, he had the right amount of force to get things done, but with a touch that kept everyone agreeable and into the deal. He utilized different levels of his team to make sure we were financially satisfied. We have used Gil for different projects and obviously he earned the trust for us to use him on our most important project. Thank you! Highly recommended for all levels of work, he is incredibly knowledgeable.
Chris - CFO
Gil Melman has served as our outside general counsel for the past year, and he and his team have been outstanding partners to our organization. They provide practical, business-minded advice across a wide range of matters and are a trusted resource for both our Board of Directors and senior executive team. Gil’s team is consistently efficient, responsive, and solution-oriented — true problem solvers rather than problem creators. We receive highly experienced legal guidance at reasonable rates that traditional law firms simply can’t match. I would wholeheartedly recommend Gil and his team to any company seeking exceptional outside general counsel services.
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Head Office
Houston, Texas
3700 Buffalo Speedway #1150, Houston, TX 77098
Phone: +(1) 713-304-2396