Texas Foreign Registration / Delaware LLC in Texas
Registering a Delaware LLC in Texas
A Delaware LLC that does business in Texas registers as a foreign LLC on Form 304 and pays the $750 Texas fee; Texas does not ask for a Delaware certificate of good standing. The LLC stays a Delaware company, so it keeps its Delaware agent and annual tax and adds the Texas obligations on top. We file the Texas side for $199 plus the state fee.
Delaware and Texas side by side
| Delaware (home) | Texas (registration) | |
|---|---|---|
| Filing | Formation already done | Form 304, $750 |
| Yearly charge | Annual LLC tax $400, due June 1 | Franchise tax report and Public Information Report (Texas Comptroller), due May 15; no tax at or below $2,650,000 revenue |
| Late payment | $200 penalty plus interest | $50 per late report, plus tax penalties |
| Registered agent | Delaware agent | Texas agent, separate |
| Good standing certificate | $50 if a bank or partner asks | Not needed to register |
Filling in Form 304 for a Delaware LLC
Item 1 is the name exactly as it appears in the Delaware certificate of formation. Item 4 gives Delaware as the jurisdiction with the Delaware formation date, and item 5 confirms the LLC is validly existing under Delaware law, so the statement has to be true when the form is signed. Item 11 lists the managers, or the members if it is member-managed, as the Delaware LLC agreement provides.
The name still has to work in Texas. If a Texas business already uses it, register under an assumed name and file Form 503.
Delaware series LLCs
Texas registers a foreign series LLC once, as a single entity, on Form 313 rather than Form 304. Each series that does business in Texas under a name other than the LLC's own needs an assumed name certificate.
Keeping Delaware current matters in Texas too
Delaware's annual tax is due June 1, and a missed payment adds a $200 penalty plus interest. Texas forms ask you to state that the company exists at home, and if a Texas bank or client wants proof, a Delaware good standing certificate costs $50. Paying both states on time keeps both records clean.
Should the LLC become a Texas company instead?
If Texas has become the only place the LLC operates, some owners compare the Delaware tax and agent costs against converting into a Texas LLC. Texas treats a converted entity as having withdrawn its foreign registration on the conversion date (BOC 9.012), but Delaware's own rules govern whether and how the Delaware LLC can convert out, so this is a decision to take with a lawyer and an accountant.
The grace period applies from the first Texas activity
Forming in Delaware does not change the Texas clock. If the LLC hired its first Texas employee in May, the 90-day window runs from then, and a filing in the following year means late fees for two calendar years.
What Texas asks that Delaware did not
A Delaware certificate of formation can be filed with very little on it. The Texas application asks for more, and all of it becomes public: the principal office, a business purpose statement, the date business began in Texas, and the name and address of every manager or managing member. Have the LLC agreement to hand so the governing persons you list match how the company is really run.
Can the Delaware agent serve in Texas?
Only if it qualifies under Texas law. A Texas registered agent has to be either someone who lives in Texas or an organization with authority to do business here, reachable in person at a Texas street address (BOC 5.201). Many agent companies operate in both states, but the Delaware appointment does not carry over: Texas needs its own agent named on the form, with that agent's consent.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Delaware LLC questions
Does Texas want a Delaware certificate of good standing?
No. Texas registration needs no certificate from Delaware.
Does Texas charge an annual registration fee?
No renewal fee at the Secretary of State. The yearly Texas cost is the franchise tax report, which is zero tax at or below $2,650,000 in revenue.
Is a Delaware LLC taxed differently in Texas?
No. Once it does business here it files the same franchise tax report as an LLC formed anywhere else, Texas included.
We registered late. Does being a Delaware LLC change the late fee?
No. It is $750 per calendar year involved, the same as for any foreign LLC.
Registering your Delaware LLC in Texas
Confirm Delaware good standing
Annual tax paid and agent in place.
Pull the Delaware details
Exact name, formation date and managers from the certificate and agreement.
Arrange the Texas agent
Ours, or another agent who has consented.
File Form 304
With the $750 fee, online or by mail.
Diary both states
Delaware on June 1, Texas on May 15.
One price for the whole filing
Register in Texas
Delaware or any stateTexas
$199
+ $750 state fee
- Form 304 for an LLC or Form 301 for a corporation, prepared from your answers
- Name check against Texas designator rules
- Filed with the Secretary of State through SOSPortal
- Our Texas registered agent, or one you name
- The approved registration sent to you
- Renewal: after the first year, the agent service renews at $149 a year
The state fee is passed through at cost. Checkout shows every line before payment. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Official sources
- Texas Secretary of State, Form 806 fee schedule (rev. 09/26)
- Texas Secretary of State, Form 304 instructions
- Texas Secretary of State, foreign entity FAQs
- Texas Secretary of State, Texas Express expedited filings
- Texas Comptroller, franchise tax
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Division of Corporations fee schedule (PDF)
- Texas Business Organizations Code, Chapter 9 (foreign entities)
- Texas Business Organizations Code, Chapter 5 (names, registered agents)
Ready to register in Texas?
Order online in a few minutes. We take it from there and send you the approved registration.