Texas Foreign Registration / Do I need to register?
When an out-of-state company has to register in Texas
An out-of-state LLC has to register in Texas once it transacts business here, and the Business Organizations Code lists 16 activities that, standing alone, are not transacting business (BOC 9.251). Anything outside that list is weighed on the facts, which is why two companies doing similar things can get different answers.
The rule, and what the state will and will not tell you
Chapter 9 requires a foreign filing entity to register before it transacts business in Texas, but it never says what transacting business is. The Secretary of State's working description is that a company with an office in Texas, an employee in Texas, or that is otherwise pursuing one of its purposes here, is transacting business. Its staff will not rule on a particular company; the office calls the decision a business one that can carry tax, legal and licensing consequences.
The sources it points to are the exempt list in Section 9.251, Texas and out-of-state case law on foreign qualification, attorney general opinions, private counsel, and the Comptroller's nexus questionnaire.
Activities that are not transacting business
On its own, none of these requires registration.
- Disputes: bringing or defending a lawsuit, an administrative case or an arbitration, and settling a claim the company is party to.
- Internal affairs: meetings of owners, members or managers, and other housekeeping of the company itself.
- Money held or lent: keeping a bank account; borrowing or lending, including taking a mortgage or other security interest; collecting a debt owed to the company or enforcing the collateral behind it.
- Securities administration: an office or agent that transfers or registers the company's own securities, or a trustee or depositary for them; voting shares or interests it holds in another entity.
- Selling at arm's length: sales made through an independent contractor, and business in interstate commerce.
- One-off deals: one deal wrapped up inside 30 days, provided it is not part of a series of similar deals.
- Estates and trusts: acting as executor, administrator or trustee for nonresidents, where the activity would not count if done in the company's own right.
- Mortgage debt: buying a Texas-secured loan outside Texas or in interstate commerce, collecting or adjusting its payments, and protecting or enforcing the security.
- Minerals: acquiring a royalty or other nonoperating mineral interest in a deal made outside Texas, and signing division orders or sale contracts that go with owning one.
- Passive property and board seats: owning Texas real or personal property and nothing more, and serving as a governing person of another entity registered here.
Section 9.252 adds that the list is not exclusive (BOC 9.252): leaving an activity off it does not turn that activity into a trigger.
Common situations, worked through
One employee works from home in Texas. Do we need to register?
An employee based in Texas is exactly what the Secretary of State describes as a sign of transacting business. Remote staff are also a payroll and franchise tax matter, so they matter beyond registration.
We keep inventory in a Texas warehouse and fill orders from it.
Stock held and shipped from inside the state is ongoing activity here, not interstate commerce into Texas, and points toward registering.
We sign contracts with Texas customers but do all the work elsewhere.
Interstate commerce appears on the exempt list, and selling into Texas from another state is exactly that. Sending people to perform the work in Texas changes the picture.
We are doing one three-week installation job in Dallas.
The statute exempts a one-time transaction wrapped up in 30 days or less, unless it repeats a string of similar jobs. A second job a month later starts to look like a pattern.
Our LLC only owns a rental house in Texas.
Owning property "without more" is exempt. Actively running it as a business, with staff or regular operations here, goes beyond owning it, and a close case is a judgment call for a Texas attorney.
We sell online and ship to Texas from another state.
That is interstate commerce. Sales tax is a separate question for the Comptroller, with its own thresholds.
Our managers meet in Austin once a year.
Meetings and other internal affairs are exempt activities.
Our Texas bank says we must register before it opens an account.
The Secretary of State notes that some banks will not deal with an unregistered foreign entity, even though keeping a bank account is itself on the exempt list. The bank's policy, not the statute, is the trigger in that case.
Tax nexus is a separate test
The Comptroller decides franchise tax "doing business" with its own nexus questionnaire. The Secretary of State says the tax threshold is generally lower than the registration threshold. In practice: a "no nexus" result points away from registration too, while a "nexus" result means registration deserves a hard look. It is a useful check, not a final answer.
Other laws can require registration anyway
Even a company that is not transacting business under Chapter 9 may need to register for another reason. Some insurance and finance statutes have their own requirements, and an agency issuing a license may make registration a condition.
If you are over the line
Register within 90 days of the first Texas activity and no late fee applies. Wait longer and the state charges the $750 registration fee again for each calendar year involved, while an unregistered company cannot bring a Texas lawsuit over its Texas business. The Texas late registration penalties page has the detail, and the Form 304 walkthrough shows what the filing asks.
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
- Texas Business Organizations Code, Chapter 9 (foreign entities)
- Texas Secretary of State, foreign or out-of-state entities
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