Texas Foreign Registration / Form 608 withdrawal
Leaving Texas with Form 608
Texas Form 608, the Certificate of Withdrawal of Registration, ends a foreign company's Texas registration when it stops doing business here; the fee is $15, or $5 for a nonprofit corporation or cooperative. Most for-profit companies must include the Comptroller's account status certificate.
Which exit filing applies
| Situation | File | Fee |
|---|---|---|
| Company still exists at home, stops doing business in Texas | Form 608 | $15 ($5 nonprofit) |
| Company dissolved, terminated or merged out of existence at home | Form 612 | $15 ($5 nonprofit) |
| Merger or conversion where a successor takes over the registration | Form 422 | See the fee schedule |
| Company converts into a Texas entity | Nothing separate | Withdrawal is automatic on conversion |
Form 608, item by item
| Items | Content |
|---|---|
| 1 to 6 | Legal name, entity type, home jurisdiction and principal office; the Texas file number and registration date help processing |
| 7 | Statement that Texas business has stopped, revocation of the registered agent's authority, consent to service through the Secretary of State, and a mailing address for forwarded process |
| 8 | Statement that money due to the state has been paid or provided for |
| Signature | An officer for a corporation, a manager (or managing member) for an LLC, a general partner for an LP |
The Comptroller certificate
A taxable entity has to attach a Form 05-305 certificate of account status from the Comptroller, showing every tax the Comptroller administers is paid and the entity is in good standing for withdrawal. A printout from the Comptroller's website does not meet the requirement; the certificate comes from a Comptroller representative. Foreign nonprofit corporations skip this step.
Before that certificate can issue, the final franchise tax report has to be in: an out-of-state entity that ends its Texas nexus files its final report and pays what is due within 60 days.
Effective date and what continues
Withdrawal takes effect when filed, or on a delayed date up to 90 days after signing, and the state's records then show the entity as withdrawn. A delayed date suits a company that still has Texas work to wind down, since the registration stays in force until the chosen day. The Secretary of State keeps the power to accept service for lawsuits arising from the company's time in Texas (BOC 9.011(g)), and forwards papers to the address in item 7. If that address changes, a letter to the Secretary of State updates it, with no fee.
When the company no longer exists: Form 612
Form 612 is used when the company has ceased to exist at home. It goes with a certificate from the home state's filing officer showing the termination, or a certified copy of the document that ended the entity; a copy of that certificate is acceptable. Because the company is gone, no Comptroller certificate is part of this filing.
Who signs Form 608
- Corporation: an officer.
- Professional association: an officer of the association.
- LLC: an authorized manager, or a managing member if the company has no managers.
- Limited partnership: a general partner, whose signature counts as a sworn affirmation of the facts, made under penalty of perjury.
Nobody needs to notarize it.
Fee, filing and the address you give
The fee is $15, or $5 for a nonprofit corporation or cooperative association. File online through SOSPortal, or by mail to P.O. Box 13697, Austin, TX 78711-3697 with a check or money order. Choose the item 7 address with care: it is where the Secretary of State will forward any lawsuit served on it about your Texas years, so a mailbox nobody checks is a risk.
Mergers and conversions at home
If the company merged or converted at home and the surviving entity is not going to do business in Texas, or already holds its own Texas registration, the old registration ends on Form 612. If the survivor will carry on here, it can step into the existing registration by amendment on Form 422 instead of registering from scratch. A re-domestication that keeps the entity type is just an amendment on Form 406.
Withdrawing from Texas
Stop Texas business
Form 608 declares the Texas business over.
File the final franchise report
Within 60 days of ending nexus.
Request the Comptroller certificate
From a Comptroller representative, not a website printout.
File Form 608 with the certificate
Online or by mail, $15.
Withdrawal questions
Do we need to withdraw before converting into a Texas company?
No. The conversion itself withdraws the foreign registration.
Does withdrawing end our franchise tax obligations?
It ends them going forward, but only after the final report: the company files it and pays what is due within 60 days of ending its Texas nexus, which is also what the Comptroller certificate depends on.
How quickly is Form 608 processed?
The same expedite tiers apply as for registrations: $50 for typically 2 to 3 business days. Without expedite the state publishes no time.
Can you file Form 608 for us?
Yes, on request. Email us once the final franchise report is filed.
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 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.