Texas Foreign Registration / Late registration
Late registration in Texas: the fee and the other consequences
A foreign LLC that transacts business in Texas for more than 90 days before registering owes a late filing fee of $750 for every calendar year it was unregistered, a partial year counting in full, on top of the $750 filing fee (BOC 9.054(b)). The state can also keep it out of Texas courts and collect the taxes it would have paid.
How the late fee is counted
Start from the date the company first transacted business in Texas, the beginning date on the application. If the filing comes more than 90 days later, count every calendar year from that first year through the filing year; a few weeks in a year count as the whole year. Multiply by the registration fee for the entity type: $750 for LLCs, corporations and limited partnerships, $25 for nonprofit corporations and cooperatives. The Secretary of State may refuse to make the registration effective until the late fee is paid.
Worked examples for an LLC
| Texas business began | Filed | Calendar years counted | Late fee | Total to the state |
|---|---|---|---|---|
| March 1 | April 15, same year | Inside the grace period | Not applicable | $750 |
| February 1 | August 1, same year | 1 | $750 | $1,500 |
| October 1 | March 1, next year | 2 | $1,500 | $2,250 |
| June 1, year one | December 1, year four | 4 | $3,000 | $3,750 |
The totals leave out expedite and card fees. For a nonprofit corporation the same calendar-year count applies to its $25 fee, so the third row would come to $75 in all.
The five-year cap
The Secretary of State limits late fees to 5 years for a company that would otherwise owe more, if it shows evidence from the Comptroller of an active right to transact business and certifies that:
- all its franchise, sales and other taxes with the Comptroller are satisfied;
- it owes no taxes, fees or assessments to any other Texas agency; and
- it has not received a letter from the Secretary of State about registering, or answered any such letter within 45 days.
Apart from the cap, the office's stated policy is not to waive late fees. A company with unusual circumstances can appeal in writing to its corporations attorneys.
Every consequence of operating unregistered
| Consequence | Statute |
|---|---|
| Late filing fee, as above | BOC 9.054(b) |
| No lawsuit in a Texas court on a claim arising from Texas business until registered | BOC 9.051(b) |
| On the attorney general's application, a court can order the company to stop transacting business in Texas | BOC 9.051(a) |
| Civil penalty equal to all fees and taxes owed had it registered on time, plus the penalties and interest on them | BOC 9.052 |
| Those suits can be brought in Travis County | BOC 9.053 |
What failing to register does not do
The company's contracts and acts stay valid, it can still defend itself when sued in Texas, and nobody behind the company, whether owner, member or manager, picks up liability for its debts just because it skipped registration (BOC 9.051(c)). The exception is a general partner of a foreign limited partnership, who does not get that last protection (BOC 9.051(d)).
Details that change the bill
- Older history. Professional corporations, professional associations, business trusts, real estate investment trusts are not charged late fees for years before 2006, when they were not required to register under the old law.
- Bounced payments. If the filing fee is not paid, or the payment is dishonored, the registration can be revoked unless the problem is fixed before the 16th day after the state's notice (BOC 9.101(b)(2)).
- Misstatements. A registration obtained on a false or misleading representation exposes the company to the same court order as never registering (BOC 9.051(a)(2)).
Back taxes
The civil penalty mirrors the franchise tax the company should have been reporting. For entities behind on franchise tax, the Secretary of State points to a voluntary disclosure agreement with the Comptroller.
Fixing it
File the registration now with an honest beginning date; each new January adds another year to the bill. The five-year cap depends on the franchise tax position being settled, and what the company owes for earlier years turns on your facts, so a Texas business lawyer is the one to ask. The Form 304 guide covers the filing itself, and the doing-business test helps pin down when Texas business really began.
Late registration questions
Can we put a later beginning date on the form to cut the fee?
The date has to be when Texas business actually began. Knowingly signing a materially false filing is a Class A misdemeanor under the Business Organizations Code, and a false or misleading registration can itself be challenged by the attorney general.
Are the contracts we signed while unregistered still good?
Yes. Failing to register does not affect the validity of the company's contracts or acts (BOC 9.051(c)).
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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