Texas Foreign Registration / Registered agent
Texas registered agent rules for foreign companies
Every foreign LLC registered in Texas must have a Texas registered agent and a Texas registered office continuously (BOC 5.201); changing either one is a Form 401 filing with a $15 fee. The agent receives lawsuits, notices and demands for the company and passes them on.
Who can be the agent
- An individual who lives in Texas and has consented to serve, or
- An organization registered or otherwise authorized to do business in Texas that has consented, other than the company it represents.
An organization acting as agent must keep an employee at the registered office during normal business hours to accept service, and any employee there may accept it.
The registered office
The office has to be a Texas street address where the agent can be served in person, and the agent's own business office must be at that address too. It does not have to be where the company does business, but a mail drop or a phone-answering business on its own will not do.
Consent
Texas requires the agent's consent, written or electronic, before anyone is named. You do not file the consent; naming the agent on the form is itself the signer's affirmation that consent was given. When a majority of a company is sold and the existing agent stays on, the new owners are treated as having confirmed that the agent still consents. Naming an agent without consent brings the Chapter 4 penalties for false statements in a filing.
What the agent does, and does not do
The code gives an agent two duties only: receive process, notices and demands and forward them to the company (or tell it they arrived) at the last address the company gave, and pass on notices the law requires to be given to the company. An agent is not liable for the company's debts merely by being its agent. Someone named without consent has no duties at all and cannot be held liable for refusing them.
Changes and exits
| Situation | Filing | Fee or timing |
|---|---|---|
| Company changes its agent or office | Form 401 | $15 |
| Corporation changes agent or office | Form 401 | Before the 30th day after the change |
| Agent changes its own name or address | Statement by the agent, after written notice to the company | Filed by the agent |
| Agent resigns | Notice to the company, then to the Secretary of State | Effective the 31st day after the state receives it; no fee |
| Person named without consent | Statement of rejection of appointment | $0 filing fee |
What the change statement contains
A statement of change on Form 401 has 7 required parts (BOC 5.202(b)): the company's name, its current agent, that agent's street address, the new agent's name if the agent is changing, the new registered office address if the office is changing, a statement that the company authorized the change, and a statement that the registered office and the agent's business address are the same street address. It takes effect when filed, or on a delayed date, and amends the registration automatically.
If the company is left without an agent
If the agent slot is empty, or a diligent process server cannot locate the agent at the registered office, service on the company goes through the Secretary of State instead, so a lawsuit can move ahead before anyone at the company hears of it. The Secretary of State will also write to the company, and if the gap is not closed before the 91st day after the notice, the registration can be revoked (BOC 9.101). The same fallback applies to a foreign company transacting business without any registration.
Agent questions
Can I be my own LLC's registered agent in Texas?
You personally can, if you live in Texas and consent. The company, though, may not act as its own agent.
Can a virtual office be the registered office?
Only if someone is there to accept service in person during business hours. A pure mailbox or answering service is not allowed.
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 5 (names, registered agents)
- Texas Secretary of State, Form 301 instructions (foreign for-profit corporation)
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