Texas Foreign Registration / Complete guide
Registering a foreign LLC in Texas, start to finish
A foreign LLC registers in Texas by filing Form 304, the Application for Registration of a Foreign Limited Liability Company, with the Texas Secretary of State and paying $750, ideally within 90 days of starting business here. This guide covers every stage: deciding whether you need it, preparing the form, filing, and keeping the registration in good order until the day you leave.
What counts as a foreign entity in Texas
"Foreign" only means formed somewhere other than Texas. A company organized in Oklahoma, Delaware or Ontario is a foreign entity here. Chapter 9 of the Business Organizations Code requires registration from foreign corporations, limited partnerships, LLCs, business trusts, real estate investment trusts, cooperatives and any other foreign entity that gives its owners limited liability under its home law. Companies formed outside the United States are covered too: the Secretary of State says non-U.S. corporations, LLCs and limited partnerships register before transacting business in Texas, and they are subject to franchise tax as well.
Step 1: decide whether registration applies to you
The duty starts when the company "transacts business" in Texas, a phrase the statute leaves undefined. What the code does give is a list of 16 activities that, by themselves, fall short of it: lawsuits and arbitrations, owners' meetings, sales made by independent contractors, lending, borrowing and debt collection, a Texas bank account, interstate commerce, a single deal finished within 30 days, and owning Texas property without more, among others.
Everything else is a judgment call. The Secretary of State cannot tell you whether your activity counts, and it points to case law, attorney general opinions and the Comptroller's nexus questionnaire as guides. Because the tax nexus threshold is usually lower than the registration threshold, a "no nexus" answer from the Comptroller points away from registration too. The doing-business test page works through common situations.
Step 2: find the form for your entity type
| If the company is a... | File | State fee |
|---|---|---|
| Limited liability company | Form 304 | $750 |
| Series LLC | Form 313 | $750 |
| Business corporation | Form 301 | $750 |
| Nonprofit corporation or cooperative | Form 302 | $25 |
| Limited partnership | Form 306 | $750 |
| Limited liability partnership | Form 307 | $200 per Texas partner, up to $750 |
An LLLP needs two registrations, the limited partnership one and the LLP one. Professional entities have their own forms (Form 303 or Form 311).
Step 3: make sure the name works in Texas
Item 1 of the application is the legal name exactly as your formation document shows it. For Texas to accept it, the name needs an LLC designator ("limited liability company", "limited company" or an abbreviation of either, under BOC 5.056), must not suggest a business the company cannot conduct, and must be distinguishable from every Texas entity, reservation and name registration already on file.
If the designator is missing, item 2A adds one for use in Texas. If the name is already taken, item 2B states an assumed name, and the company also files Form 503 with the Secretary of State ($25). Once registered that way, the company has to use the assumed name on its Texas signs, contracts and paperwork. The Secretary of State will give a preliminary view of availability by phone or email, but only the filed document settles it, so do not order signs on the strength of a preliminary answer.
Holding a name before you are ready to register
A company not yet transacting business in Texas can protect its name with a name registration on Form 502, which costs $40 and lasts 1 year, renewable. It stops another entity from filing under an indistinguishable name, but it gives no authority to do business here. The Secretary of State is clear that the choice between a name registration and a full registration depends on what the company is actually doing in Texas.
Professional firms
Foreign professional corporations and associations file Form 303 or Form 311 rather than the general forms. A foreign professional association can only register if its home jurisdiction would admit a Texas professional entity on the same terms. Registration is also not a license to practice: the Secretary of State tells licensed professionals to check with the Texas board for their profession before providing services here.
Step 4: arrange a registered agent and office
Item 9 names the registered agent: either a Texas resident or an entity registered to do business in Texas. The LLC may not appoint itself. The registered office must be a physical Texas street address at which the agent can be handed legal papers in person during business hours, so mail drops and answering services are ruled out (BOC 5.201).
The agent must have agreed to serve, in writing or electronically. You do not attach the consent, but signing the application affirms it, and naming someone without consent exposes the signer to the false-statement penalties in Chapter 4. We can be your agent, or we list one you already have. More on this in the Texas registered agent rules.
Step 5: gather the rest of the application
- Federal EIN (item 3). If the IRS has not issued it yet, say so on the form; giving it helps the Comptroller set up the franchise tax account.
- Home jurisdiction and formation date (item 4), plus a statement that the company exists as a valid LLC there (item 5).
- Purpose (item 6). "Any lawful business or activity under the law of this state" is accepted, with a statement that the company may pursue the same business at home.
- Beginning date of business in Texas (item 7). See step 6.
- Principal office (item 8), a street or mailing address.
- Governing persons (item 11). At least one, with an address for each: managers, or members if the LLC is member-managed. These addresses become public record, so many owners give a business address.
Step 6: choose the beginning date with care
Item 7 wants the first day of Texas business, past or planned. That date drives the late fee. If it is more than 90 days before the filing, the Secretary of State charges the registration fee again for each calendar year since, counting partial years as whole ones, and may hold the registration until it is paid (BOC 9.054).
A future date is fine if you are filing ahead of opening. If the company has already done things here and you are unsure which of them started the clock, that is a legal call for a Texas business lawyer. Once you have the date, we enter it on the form and send it in.
Step 7: sign, file and pay
A governing person or another authorized official signs. No notary is needed, but signing a filing you know is materially false is a Class A misdemeanor, or a state jail felony where the aim is to defraud.
Online, SOSPortal takes the application at any hour and walks through the same items as screens; payment is ACH or credit card online, and evidence of filing comes back by email. On paper, mail the form with a check or money order to P.O. Box 13697, Austin, TX 78711-3697, or deliver it to 400 W. 15th St., Austin, TX 78701. Leave out the instruction pages, duplicate copies or personal identifying information; the instructions warn that including them can get a filing rejected. Our DIY walkthrough shows the online route screen by screen.
Step 8: pick when the registration takes effect
By default the registration is effective when the Secretary of State files it. You can instead set a later date up to 90 days after signing, or tie it to a future event, in which case a follow-up statement is due within 90 days. Either way the state's records show the registration as in existence from the filing date, with the future effective date noted.
Step 9: after approval
The acknowledgment of filing is your proof of authority to transact business in Texas under the registered name. Keep it with your formation papers; banks and some licensing agencies ask for it. Next comes the Comptroller: the franchise tax account is set up from the registration, and the first report and Public Information Report (Texas Comptroller) are due by May 15. Texas has no general business license, though particular trades need licenses from their own agencies.
Keeping the registration in good standing
- Amend on time. A change of name or of the stated business has to be reported on Form 406 by the 91st day after the change (BOC 9.009(c)), fee $150.
- Keep an agent. Changes of agent or office go on Form 401 ($15).
- File with the Comptroller. Every year by May 15.
- Answer notices. If the Secretary of State writes about a missed report, fee, agent or amendment, the problem must be fixed before the 91st day after the notice was mailed, or the registration can be revoked (BOC 9.101). A revoked registration can be reinstated within 3 years, with a Comptroller tax clearance letter for taxable entities (BOC 9.104(a)).
When something changes at home
Events in the home state can need a Texas filing too. A name change at home that leaves the company with a name unavailable in Texas suspends the Texas registration until the company adopts a usable name (BOC 9.010). A conversion that only moves the company to a new home jurisdiction, keeping the same entity type, is reported by amending on Form 406. A merger or a conversion into a different entity type can pass the registration to the successor on Form 422; if the company simply ceases to exist, the registration is terminated on Form 612 instead.
Leaving Texas
When the company stops doing business here but lives on at home, it files Form 608 ($15) together with the Comptroller's account status certificate. If it has dissolved or merged out of existence at home, Form 612 with the home state's certificate ends the registration instead. A company converting into a Texas entity is treated as withdrawn automatically on the conversion date (BOC 9.012).
Every Texas fee this guide mentions
| Filing | Form | State fee |
|---|---|---|
| Foreign LLC registration | Form 304 | $750 |
| Standard expedite (optional) | Any | $50 |
| Assumed name certificate | Form 503 | $25 |
| Name registration, before registering | Form 502 | $40 |
| Amended registration | Form 406 | $150 |
| Change of registered agent or office | Form 401 | $15 |
| Withdrawal | Form 608 | $15 |
| Termination after dissolving at home | Form 612 | $15 |
The whole process in nine steps
Confirm the duty
Check your Texas activities against the statute's exempt list.
Pick the form
Form 304 for an LLC; other entity types have their own.
Clear the name
Designator and availability, with an assumed name if needed.
Appoint an agent
Texas resident or registered entity, with a street address and consent.
Collect the details
EIN, formation facts, purpose, principal office, governing persons.
Set the beginning date
Within 90 days of starting, to avoid the late fee.
Sign and file
Online through SOSPortal or on paper, with $750.
Choose the effective date
On filing, or delayed if that suits your launch.
Diary the upkeep
Comptroller report each May 15, agent kept current, amendments on time.
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.
Guide questions
Can I register before I start doing business in Texas?
Yes. Put the planned start date in item 7. Registering early avoids any argument about the grace period later.
Do I need an EIN before filing?
No. If the IRS has not issued it, note that on the application.
Is the registration public?
Yes. Everything on the form, including governing persons' addresses, is a public record, so a business or post office box address can be used for them.
Does registration renew?
Not for an LLC or corporation. It stays in effect until withdrawn, terminated or revoked. LLP registrations are the exception and renew yearly.
Does Texas want our operating agreement or formation papers?
No. Form 304 is filed on its own; the formation details go into items 1, 4 and 5 rather than as attachments.
Our LLC has series. Which form do we use?
Form 313. Texas registers the series LLC once, as one entity, and each series using a different name in Texas files an assumed name certificate.
Will you handle it for me?
Yes, for $199 plus the state fee. Start an order and we prepare and file it.
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
- Texas Business Organizations Code, Chapter 5 (names, registered agents)
- Texas Secretary of State, fee schedule Form 806 (name registration line)
- Texas Secretary of State, Form 311 instructions (foreign professional association)
- Texas Secretary of State, Form 412 instructions (amended registration, foreign LP)
- Texas Secretary of State, Form 608 instructions (withdrawal)
- Texas Secretary of State, Form 612 instructions (termination of registration)
Ready to register in Texas?
Order online in a few minutes. We take it from there and send you the approved registration.