Texas Foreign Registration / Form 301
Texas Form 301 for out-of-state corporations
Texas Form 301 is the Application for Registration of a Foreign For-Profit Corporation, filed with the Texas Secretary of State for a flat $750; it is the modern version of what older guides call a Texas certificate of authority. We prepare and file it for $199 plus the state fee.
Form 301 in brief
- For
- A business corporation formed outside Texas (nonprofits use Form 302, professional corporations Form 303 or Form 311)
- State fee
- $750, not based on authorized shares
- Late fee
- $750 for every calendar year of unregistered business after 90 days
- Home-state certificate
- Not requested
- Taxes
- Franchise tax report and PIR to the Comptroller each year
A flat fee, whatever the share count
Texas charges $750 to every foreign for-profit corporation. Its share count does not change the fee.
Completing Form 301
| Item | Corporation detail | Note |
|---|---|---|
| 1 | Legal name from the articles or certificate of incorporation | Needs a corporate designator: corporation, incorporated, company, limited, or an abbreviation of one of them (BOC 5.054) |
| 2A and 2B | Designator added for Texas, or an assumed name if the name is unavailable | An assumed name also means filing Form 503 |
| 3 | The corporation's EIN | Write that it is pending if the IRS has not assigned it |
| 4 and 5 | State or country of incorporation, date of incorporation, and the statement that it exists there | Use the dates on the charter |
| 6 | Business to be carried on in Texas | The "any lawful business" wording is accepted |
| 7 | Date business in Texas began or will begin | This is the date the late fee is counted from |
| 8 | Principal office address | Any state |
| 9 | Registered agent and Texas registered office | The corporation cannot serve as its own agent |
| 10 | Secretary of State appointed for service in the Section 5.251 cases | Signing gives this consent |
| 11 | Governing persons, usually the board of directors | At least one; names without prefixes or titles |
Directors' addresses are public
The directors listed in item 11 appear in the public record. The Secretary of State suggests a business or post office box address for them where privacy matters. The form is signed by an authorized officer or director; there is no notary.
Corporation-specific deadlines
A registered corporation that changes its registered agent or office must file the change before the 30th day after it happens (BOC 21.802), on Form 401 for $15. A name change, or a change in the business stated on the form, is an amendment on Form 406 ($150), due by the 91st day after the change.
Filing, payment and timing
File online through SOSPortal, paying by ACH or card, or mail a paper copy paid by check or money order. The state's expedite tiers are the same as for LLCs: $50 for typically 2 to 3 business days, or next-day and same-day service for $500 and $750.
Corporations come back for the same reasons as other registrations: a name without a corporate designator, the company listed as its own agent, a registered office that is only a mailbox, or extra pages and personal details sent with the form.
Professional corporations are not Form 301 filers
A corporation formed to provide a licensed professional service registers on Form 303 or Form 311, not Form 301. Two extra hurdles apply. The home jurisdiction must allow a Texas professional entity to register there on reciprocal terms, or Texas will not register the foreign one. And registration does not license anyone: each professional providing services in Texas needs the Texas license for that profession. A Texas business lawyer can explain what the board for your profession asks of you.
Franchise tax starts with registration
The Form 301 instructions point corporations to the Comptroller because every corporation doing business here is subject to the state franchise tax. Giving the EIN in item 3 helps the Comptroller open the tax account, and the first report and Public Information Report (Texas Comptroller) follow by May 15. Revenue at or below $2,650,000 means no tax, but not no report.
When the charter changes
If the corporation renames itself at home, Texas needs Form 406 within the 91st-day window. Pick the new name with Texas in mind: a change to a name that is unavailable here suspends the Texas registration until it is fixed (BOC 9.010). Reincorporating in a different state without changing entity type is also an amendment on Form 406; a merger that hands the registration to a successor uses Form 422.
How we file Form 301
Send the charter details
Exact corporate name, state and date of incorporation, principal office and directors.
Confirm the Texas start date
We check it against the grace period before filing.
Agent and name settled
Our Texas agent or yours; designator or assumed name if needed.
Filed and paid
Submitted with $750 and returned to you once approved.
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.
Form 301 questions
Can a nonprofit corporation use Form 301?
No. It files Form 302 and pays $25.
Is there a Secretary of State annual report for a foreign corporation?
No. It files the franchise tax report and Public Information Report (Texas Comptroller) with the Comptroller by 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
- Texas Secretary of State, Form 301 instructions (foreign for-profit corporation)
- Texas Business Organizations Code, Chapter 9 (foreign entities)
- Texas Secretary of State, Form 412 instructions (amended registration, foreign LP)
- Texas Secretary of State, Form 311 instructions (foreign professional association)
- Texas Secretary of State, Form 608 instructions (withdrawal)
Ready to register in Texas?
Order online in a few minutes. We take it from there and send you the approved registration.