Registering a foreign corporation in Texas? Independent Texas Registered Agent can help. From our office here in Austin, we provide everything you need to get started fast and manage your company from across state lines.
How to Register a Foreign Corporation in Texas
Before you can expand your corporate empire into Texas, you’ll need to register your business with the Texas Secretary of State as a foreign corporation. You’ll also need a reliable Texas registered agent to accept any incoming state mail for your business. As local registered agents with an office just a short drive from the State Capitol, we’ve got you covered on both fronts.
Legally registering your business with the Texas Secretary of State is the first step. Foreign corporations are formed by filing Texas form 301 (download the Application for Registration for a Foreign For-Profit Corporation). The filing fee’s hefty, at $750—but so is the prize. Once your paperwork gets approved (and you appoint a Texas registered agent), the vast Texas marketplace will be yours to conquer.
What Is Foreign Qualification?
Any business entity that is not formed under Texas laws is referred to by the state as a “foreign entity.” Foreign Qualification is just another way to refer to the process of getting your foreign entity legally qualified to operate in Texas.
How Can I Get a Registered Agent in Texas?
Good question. The Secretary of State’s office won’t process your Application for Registration until you’ve appointed a registered agent with a physical address in Texas, so finding one is an important step. We recommend going with a professional registered agent service with in-house mail forwarding like Independent Texas. Especially when operating your business from out-of-state, you need the assurance that your agent has the experience and resources to help with compliance questions and get your mail to you promptly.
We sign you up for our $7.99 Texas registered agent service when we foreign qualify your corporation, giving you one less thing to worry about. There’s no contract and no obligation with Independent Texas—you can cancel anytime.
What’s the Filing Process Like?
You can file your Application for Registration online, by mail, or in person. Online filing through the Secretary of State’s web portal, SOSDirect, is the faster method, but comes with a 2.7% processing fee (assuming you pay with a credit card). This brings your total up to $770.25. Alternatively, you can download Form 301 here, complete it, and submit it (in duplicate) by mail, fax or in person. Applications received by mail generally take 5-10 days to process. Once your filing’s been approved, you’ll receive a Texas Certificate of Authority—your written permission to conduct lawful business in the state.
Why Go Independent?
Keeping your foreign Texas corporation in good standing with the state is essential to your success. We take care of all the legal fundamentals so you can get to work on growing your business enterprise in Texas. Here’s what you get when you hire Independent Texas Registered Agent.
- Fast, Seamless Registration When you hire us, your foreign corporation is on its way to doing business in Texas in just one step. That step is filling out our simple, one-page sign up form. As soon as you submit your order, we begin working on your filing. We'll quickly get your Application for Registration of a Foreign corporation submitted to the Texas SOS, and two days after that, your Certificate of Authority should be uploaded to your secure client account.
- Expert Corporate Compliance With our $7.99 Texas registered agent service you get a dedicated team of Texas business experts in your corner, helping you stay organized and on top of due dates. From our secure Austin office, we provide same-day scans of every official mail item we receive for your corporation. We include free compliance tracking, sending you timely reminders so you never have to worry about missing a crucial deadline. Our monthly subscription also offers flexibility—you can cancel anytime without fees, or keep using our services for the lifetime of your business.
- Business Tools & Support Operating in Texas is a lot easier if you have the right tools. Our Texas registered agent service comes with an online corporate account where you can store and access business documents and conveniently view your incoming mail, from anywhere. We list our Texas business address for every officer and director of your corporation, which means no one has to compromise on privacy or open themselves up to junk mail. As a bonus, we’ve added free Texas mail forwarding (10 regular mail scans per year), plus a 60-day free trial of our take-anywhere virtual Phone Service.
How To Incorporate In
Texas By Yourself:
A Quick Guide
1. Do I need to register my business in Texas?
Generally, yes. However, there are a few types of business activities that do not qualify as ‘transacting business’ in Texas and would not require you to register with the state. The Texas statutes do not explicitly define transacting business, but there are a couple of ways to determine whether your corporation is technically engaging in business interactions.
Texas BOC § 9.251 lists activities that do not qualify as transacting business. These activities include maintaining a bank account, defending or settling a lawsuit, holding a member or shareholder meeting, or conducting a one-time business transaction that’s completed within 30 days.
Here’s an easy way to think of it: if your foreign corporation has an employee, office or warehouse in Texas, or is otherwise pursuing one of its business purposes here in the state, then it is transacting business in Texas.
- Owning or renting real estate in Texas gives you a physical presence here in the state, and you’ll likely need to register your business.
- Making online sales in Texas (from another state) generally would not require you to register your business—especially if these sales are the only activities your business conducts in Texas.
2. How much are the Texas foreign corporation registration fees?
The Application for Registration for a Foreign For-Profit Corporation comes with a statutory fee of $750 (BOC § 4.152). Fees paid by credit card have an added convenience fee of 2.7 percent.
The fee is high, but operating in Texas without first registering with the TX SOS will cost you more in the long run. The penalties for delinquency range from significant late fees to being barred from transacting business in Texas.
3. What if I’ve already started transacting business in Texas?
Luckily, foreign entities (including corporations) are allowed a registration grace period of 90 days after they begin conducting business in Texas. Corporations that have been transacting business in the state for over 90 days are subject to a late filing fee, per section section 9.054 of the Texas Business Organizations Code.
The total late fee is set by the Texas Secretary of State’s office, at their discretion. As a rule, it is calculated by multiplying the $750 registration fee by each full or partial year of delinquency. For example, a corporation that had been operating in Texas for 3 years (or 2 years and 1 month) prior to registration would owe a late fee of $2250. An unregistered corporation that had been doing business in Texas for 91 days would owe a late fee of $750.
Foreign corporations that register after the deadline may also be required to pay a civil penalty equal to the total taxes and fees that they would have owed, if they had registered when first required.
4. What information do I need to include in my Application for Registration?
In order to process your filing, the Secretary of State will ask for some basic information about your existing corporation, including:
- Your corporation’s full legal name Keep in mind that your current corporate name may not be available across state lines. There are a few simple ways to make sure your business name is not already in use in Texas. You can do a preliminary name availability check through SOSDirect—but note that there is a $1 fee per name searched. You can also email the Secretary of State’s clerks at email@example.com, or call (512) 463-5555 to inquire about your business name.
- Your federal Tax ID number Your corporation's EIN (or FEIN) is a 9-digit number that the IRS uses to identify your business for tax purposes. The Texas Comptroller of Public Accounts will need this number to create your business tax account. If your corporation does not yet have an EIN, note this fact on your application. You can apply for an EIN through the IRS website, or add our EIN service for you when you sign up for our foreign registration.
- Jurisdictional information You’ll need to list your corporation’s home state, as well as its date of incorporation.
- Your principal address This is your primary business location. When we file your application, we list our Austin office address here (so don’t worry if you don’t have a corporate office in Texas yet).
- Your Texas registered agent’s name and address You can hire an organization or an individual Texas resident to serve this role. The important thing is that they have a physical address in Texas where they will be present during normal business hours. When we register your foreign corporation in Texas, we automatically list ourselves as your Texas registered agent. The first month is included in the price of our foreign registration package, and maintaining service is just $7.99 a month after that.
- Governing person You’ll need to list the name and address of a minimum of one director of your corporation. Generally, this is the person who is authorized to manage business operations. To prevent anyone’s home address from becoming part of the Texas public record, we list our address for every director and officer of your corporation.
5. Do I need to provide a Certificate of Existence from my Corporations home state?
Nope! The State of Texas does not require foreign entities to include a Certificate of Existence (also known as a Certificate of Good Standing) in their Application for Registration.
6. Do foreign Corporations in Texas have annual fees?
No again! Texas is one of the few states that does not require for-profit entities to pay annual maintenance/reporting fees. Since these fees can sometimes be hundreds of dollars (depending on where you’re doing business), this is great news for Texas corporations.
You do need to file a Public Information Report (PIR) with the Texas Comptroller annually to keep your foreign corporation in good standing. The PIR is connected to the Texas Franchise Tax report (which we go over in a bit more detail below). Fortunately, there is no flat fee for filing the Franchise Tax Report—or the Public Information Report. As your Texas registered agent, we send you multiple reminders to let you know the Texas Franchise Tax deadline is approaching.
7. What do I need to know about Texas business taxes?
For favorable corporate tax treatment, it doesn’t get much better than Texas. The state does not impose a net income tax on its corporate entities, and since there’s no personal income tax here either, any shareholders located in Texas will be able to keep more of their dividends. Here are the main state taxes you should be aware of.
- Texas Franchise Tax The Texas Franchise Tax is essentially a “privilege” tax that you pay for the opportunity to do business in Texas. Every for-profit business organization in Texas, whether foreign or domestic, is subject to the Texas Franchise Tax. The current no-tax-due threshold is $1,230,000, so if your corporate revenues are under this amount your business will not owe any franchise tax. However, you must still file a franchise tax report by May 15 each year. For specifics, check out the Texas Comptroller’s Texas Franchise Tax page.
- Sales Tax If your business provides services or sells tangible goods, you’re required to apply for a sales tax permit. Without this permit, you cannot legally withhold sales tax. To find out if your foreign entity is required to collect sales tax in Texas, visit the Texas Comptroller’s sales tax requirements page. You can apply for a sales tax permit online. Sales tax permits generally take 2-3 weeks to arrive.
Signup With Independent
If you’re thinking of expanding your out-of-state business into Texas, you need an experienced, trusted Texas registered agent by your side. Sign up with Independent Texas Registered Agent and get your foreign corporation registered with the state.