A single person can be the president, secretary, sole director, and sole shareholder. In Texas, a close corporation may be managed according to a shareholders agreement rather than bylaws or a board of directors. 9.Has each shareholder, incorporator, officer, director residing in Texas who is a non-. The document filed is the Certificate of Formation. Texas articles of incorporation are filed to create a corporation. This guide provides instructions and tips when preparing and filing this legal document. Typically, the shareholders in a corporation need to achieve a majority vote in favor of adding the corporate director. Directors need not be residents of Texas or shareholders of the corporation, unless the certificate of formation or bylaws so require.