| Texas Corporation Registration Package |
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| Unless otherwise mentioned, the quotation of U.S. Corporation specifically refers to a company limited by shares registered in Texas, USA, in accordance with the Texas Business Organizations Code. |
| Introduction |
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The basic package fee to register a Corporation in Texas is USD 1,500. This package fee includes Kaizen registration service fee, registered address in Texas and registered agent fee (for one year), a set of standard bylaws, and the registration fee collected by Texas Secretary of State.
To register a Corporation in Texas, the documents provided by you include the business name that plan to use, the maximum number of shares authorized by its board of directors and par value of the shares, identification (e.g. passport) and residence address proof (e.g. utility bill, bank statement, etc.) for each shareholder, director, and manager (and secretary, if requested) of the Corporation.
If neither the business name contains any restricted words, nor there is any special license requirement for certain business operation, the Corporation registration schedule is about 7 to 9 business days. You can also request expedited service. In this scenario, the most expedited service is to accomplish the registration on the same day of filing the order to government. (Extra service fee needed).
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| 1. |
Corporation Registration Services and Fees |
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Our fees for handling the registration of a Corporation in Texas is USD1,500, including the following services:
| (1) |
Checklist for the registration and archives |
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(a) Kaizen professional registration service fee;
(b) Check name availability for the Corporation;
(c) Pay registration filing fee to Texas Secretary of State;
(d) Standard Bylaws in Texas;
(e) Minutes of first meeting of Board of Directors;
(f) Compile Board Resolution for opening a business bank account, if requested;
(g) Customize a corporate kit, including metal corporate seal, stock certificate, register of shareholder, register of director, and stock transfer ledger etc.
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| (2) |
Registered Address and Registered Agent for the first year |
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Kaizen will offer a registered address in Texas and arrange a registered agent service for the first year in compliance with the requirement of Texas Secretary of State.
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| Notes: |
| （1） |
Kaizen fees quoted above do not include any document delivery fee during the business registration process, if any. |
| （2） |
Kaizen fees quoted above exclude the taxes. If client requests tax invoice, value-added tax at the prevailing rate may be charged and collected. |
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| 2. |
Other Relevant Services
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| (1) |
EIN application
To identify and levy taxes on the corporations, the Internal Revenue Service requires each entity to obtain an Employer Identification Number (EIN). EIN is applied from Internal Revenue Service (IRS), and takes around 3 weeks to process. Expedited service is not available. Kaizen service fee for EIN application is USD 300. Kaizen will notify you through Email once received the EIN from the tax authority.
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| (2) |
ITIN application
If the Corporation is required to apply the sales and use tax permit, or plan to open a business bank account in U.S., or the responsible person of the Corporation is required to file individual tax return, then the responsible person must apply Individual Taxpayer Identification Number (ITIN) from Internal Revenue Service (IRS). The processing time is about 6 to 8 weeks, and it may take up to 11 weeks during tax season (Jan - April). Expedited service is not available. Kaizen service fee for ITIN application is USD 1,000. Kaizen will notify you through Email once received the ITIN from the tax authority.
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| (3) |
Sales and use tax permit application
If the Corporation intends to sell or lease tangible personal property at retail or offer certain taxable service and has an office/warehouse or sales representatives in Texas, then your Corporation is required to obtain the sales and use tax permit from Texas Comptroller. The processing time is about 2 to 4 weeks. Expedited service is not available. Kaizen service fee for sales and use tax permit application is USD 450. Kaizen will notify you through Email once received the seller’s permit from the tax authority.
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| (4) |
State and local business license application
Generally, when the Corporation registered at Texas with registered address provided by Kaizen, there is no need to obtain state/local business license if the Corporation’s business doesn’t involve special industries (for example, restaurant, and lease activities) and the Corporation will not hire employees or set up business office/warehouse at Texas.
If the Corporation engages business in special industries in Texas, or has employees or office/warehouse at Texas, it may be required to apply for business license. Please consult with Kaizen consultants whether state/local city/county business license is required and the application process.
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(5)
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Federal business license application
The Corporation is not required to apply Federal Business License, unless the business activities are regulated by the federal authority. The regulated business activities include agriculture, alcoholic beverages, aviation, firearms, ammunition and explosives, fish and wildlife, commercial fisheries, maritime transportation, mining and drilling, nuclear energy, radio and television broadcasting, transportation and logistics. If needed, please consult with Kaizen consultants for details on the application process and fees as these depend on the business activity and the federal agency issuing the license.
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| (6) |
Open a business bank account in U.S.
The Corporation will meet the requirements to open a business bank account in U.S. after obtaining the EIN and ITIN. Kaizen consultants provide onsite assistance for the responsible person to open the business bank account. The service fee is USD 500. Please notice that the responsible person of the Corporation is required to be interviewed and sign related documents onsite under the witness of the banker. Kaizen only provide the onsite assistance for the responsible person in New York.
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| (7) |
Provide mailing address
Kaizen offers a New York address as your business mailing address. The mailing address can be used to receive letters from bank, government, and other related business letters for the Corporation, then Kaizen will forward these letters to you through email (by default) or mail (if necessary). The service fee is USD 500 per year, not includes delivery fees if you prefer receive documents by mail.
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| (8) |
Authentication
Kaizen provides the notary service for the formation documents, including authentication in Texas Secretary of State and Chinese Consulate General and Certificate of Incumbency. If needed, please consult with Kaizen consultants for more details on the process and fees.
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| 3. |
Payment Time and Method |
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Kaizen requires to collect the full-service fee before starting the registration process. Kaizen accepts cash, bank transfer and wire transfer, check, and PayPal. You are responsible for the service fee, if any. For example, Kaizen will charge an extra 5% for the transaction fee when PayPal method applied.
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| 4. |
Fundamental Structure of a Corporation in California |
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Minimum requirements for a Corporation registration in Texas:
(1) At least one incorporator, can be a shareholder or officer;
(2) At least one shareholder. The shareholder can be a legal entity or natural person, without nationality limitation;
(3) At least one director. The director can be shareholder, officer (and secretary, if requested), but must be a natural person;
(4) At least one officer, who must be a natural person;
(5) The director or officer can sign legal documents on behalf of the corporation and record minutes of meetings;
(6) The number of shares authorized to issue by board of directors and the par value;
(7) The business address should be in Texas.
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| 5. |
Registration Procedures of a Corporation in Texas |
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The registration procedures for a Corporation in Texas are listed as follows:
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No.
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Description
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Time
(Business Days)
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1
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Kaizen was entrusted to handle the Texas Corporation registration; you should fill out the order form, “Due Diligence document? and other documents (listed in Part 6), then E-mail the whole package to Kaizen. Meanwhile, Kaizen service fees should be paid at this point;
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Client schedule
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2
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Kaizen will check the name availability at Texas registration office;
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1
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3
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Kaizen will compile the required document, including the Certificate of Formation and a set of standard bylaws;
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1
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4
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Kaizen will send the documents mentioned in (3) to you to review and confirm the accuracy;
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1
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5
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Kaizen will submit the Certificate of Formation to Texas registration’s office and pay the registration filing fee. The officer will review the document, and mail to Kaizen the sealed Certificate of Formation with filing date and filing number within 7 to 9 business days, if approved;
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7-9
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6
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After the registration, Kaizen will customize the corporate kit, such as order the metal corporate seal;
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7
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7
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Kaizen will arrange to apply the EIN, if being engaged to do so;
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14-21
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8
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Kaizen will undertake the Certificate of Incumbency or certified copy of registration document, if being engaged to do so;
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TBD
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9
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After the above procedures are completed, Kaizen will deliver all the documents to you at the address designated.
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1
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Note:
(1) The number of days stated above are estimations and for reference only. In addition, they are estimated based on the assumption that no application for license or permit is required.
(2) For No.5, if expedited service is requested, the registration will be processed within 2 business days with extra expedited service fees USD 200.
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| 6. |
Documents Required to Register a Corporation in Texas |
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The client should offer the following documents to Kaizen:
| 1、 |
Names of the proposed company. Please provide 2 to 3 preferred names in priority order; |
| 2、 |
Passport copy and residential address proof (utility bill, phone bill, or bank statement, etc for the most recent 3 months) in respect of each shareholder, director, officer (and Secretary, if requested) of the Corporation. If the shareholder is a legal entity, please provide the entity’s registration document and registered address; |
| 3、 |
The maximum number of shares authorized by its board of directors and the par value; |
| 4、 |
The detailed description of the Corporation’s main business activities, such as the services intend to offer or products intend to sell, and location of potential customers/suppliers; |
| 5、 |
Date of commencement of business; |
| 6、 |
Number of Employees, if any; |
| 7、 |
Duly completed “due diligence questionnaire?provided by Kaizen. |
The identification and address proof, mentioned in (2), should be certified or notarized by Kaizen, local notary at the place of the shareholder and manager, lawyer, CPA, or bank manager.
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| 7. |
Documents for You After the Registration |
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After all the registration procedures, the following files will be mailed to you for archives:
| 1、 |
Articles of Incorporation sealed by Texas Secretary of State;
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| 2、 |
Standard bylaws in Texas; |
| 3、 |
Corporate seal customized with the Corporation’s name; |
| 4、 |
The minutes book, used to record shareholder list, register of directors, and stock transfer ledger, etc.; |
| 5、 |
Minutes of first meeting of Board of Directors; |
| 6、 |
10 pieces of blank Stock Certificates; |
7、
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EIN letter, if any; |
8、
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Certificate of Incumbency and certified copy of registration document, if any. |
The above documents are also available for pick up in any Kaizen offices.
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| 8. |
Annual Renewal |
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A Corporation in Texas should file an annual report, and file franchise tax return each year at or before May 15. Generally, if the Corporation’s annual revenue is less than USD 1.18 million per year, there is no franchise tax due, but the Corporation must file the franchise tax with 0 tax due. If the annual revenue meets the minimum requirements, then Corporation is required to file the franchise tax and pay relevant franchise tax.
Kaizen service fee for the annual renewal is USD 900, including provision of registered office, registered agent. Please note that this service fee does not include accounting, income tax filing, and franchise tax amount. We will send a renewal notice to you 2 months before the due date.
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9.
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Other Compliance Services |
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A Corporation is also required to operate in compliance with the Texas Business Organizations Code. For example, keeping all the vouchers and receipts, filing income tax return, and file annual report, etc. Kaizen U.S. office is a professional CPA firm, offers complete compliance services and business support, such as bookkeeping, financial statement audit, filing tax return, making payroll, etc. Please consult with Kaizen consultants for more details. |
If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:
Email: info@kaizencpa.com, enquiries@kaizencpa.com
Tel: +852 2341 1444
Mobile : +852 5616 4140, +86 152 1943 4614
WhatsApp/ Line/ Wechat: +852 5616 4140
Skype: kaizencpa
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Appendix: Texas Corporation Registration Package, Other Services and Annual Renewal
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ITEM
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DESCRIPTION
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AMOUNT
(USD)
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PROCESS TIME
(BUSINESS DAYS)
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Registration Package
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a
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Kaizen professional registration service fee
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1500
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7-9
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b
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Check name availability
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c
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Registered address and registered agent for the first year
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d
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Pay registration filing fee to Texas Secretary of State
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e
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Standard Bylaws in Texas
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f
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Minutes of first meeting of board of directors
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g
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Compile board resolution for opening a business bank account, if requested
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h
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Customize a corporate kit
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Other Relevant Services (Optional)
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a
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EIN application
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300
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15
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b
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ITIN application
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1000
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6-11 weeks
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c
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Sales and use tax permit application
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450
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2-4 weeks
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d
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State and local business license application
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Please consult with Kaizen consultants
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Please consult with Kaizen consultants
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e
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Federal business license application
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Please consult with Kaizen consultants
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Please consult with Kaizen consultants
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f
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Open a business bank account in U.S.
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500
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1
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g
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Provide mailing address
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500
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1
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h
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Authentication for formation documents and certificate of incumbency
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Please consult with Kaizen consultants
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Please consult with Kaizen consultants
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Annual Renewal
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a
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Provision of registered office
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900
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Will send a renewal notice to you 2 months before the due date.
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b
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Registered agent
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c
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File Annual Report
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