Texas Secretary of State

Corporations and LLC filings are handled by the Corporation Section ("Statutory Filings Division"), mailing address P.O. Box 13697, Austin, Texas 78711.

The Statutory Filings Division consists of four different sections. These sections maintain filings and records related to domestic companies, financial and banking transactions, executive branch commissions, legislative mandates, and other public organizations.

The Statutory Filings Division files documents that create or affect business organizations and non-profit corporations under the following statutes of the state:
Business Corporation Act
Non-Profit Corporation Act
Professional Corporation Act
Professional Association Act
Limited Liability Company Act
Revised Limited Partnership Act
Revised Partnership Act
Trademark Act

The Statutory Filings Division notes that "the transfer of ownership of or sale of interest in the Corporation through the issuance and sale of its shares is not required to be filed with the Secretary of State. However, the offer for sale and sale of securities is regulated by the Securities Act, commonly referred to as the "blue sky laws."

Generally, the Securities Act requires the registration of securities prior to their offer or sale to the public. The State Securities Board, the state agency empowered to administer the act, reviews registration materials to determine whether the proposed offering is fair, just and equitable.The Securities Act does, however, provide for exemptions from registration requirements for certain transactions and offerings." Virtually all of the states have these "blue sky laws", and these laws differ from state to state.

Here, as in most states, the question is what to put in the articles and what to reserve for the bylaws (or for the operating agreement in the case of a limited liability company). While there is no hard and fast rule on this question, the fact that amendments to the articles must be filed with the state (incurring additional costs) is an argument in favor of deferring as much as possible of the optional provisions for the bylaws (or the operating agreement), rather than putting those optional provisions in the articles. On the other hand, where there are multiple participants in the company, including those optional provisions in the articles can provide a measure of security to the minority participants.

For matters not unique to the state, but common to many states, see common concerns.