Registering a foreign LLC in Texas? Hiring a reliable Texas registered agent should be your first step. We’re based in Texas and here to help you with everything, from your registration paperwork to ongoing compliance.
How To Register a Foreign LLC in Texas
Under chapter 9 of the Texas Business Organizations Code (BOC), foreign entities transacting business in Texas are required to register with the Texas Secretary of State. For your LLC, you’ll file Texas form 304 (Application for Registration of a Foreign Limited Liability Company). There’s a hefty filing fee of $750—so you’ll want to take extra care with your application if you’re planning on filing it yourself.
At Independent Texas Registered Agent, we provide everything you need to start doing business in Texas. For just $100 plus state fees, we diligently prepare and submit your application to the Texas S.O.S. We also set you up with our monthly, cancel-anytime Texas registered agent service, giving you one less thing to worry about.
What Does Foreign Qualification Mean?
Any business organization formed under the laws of a state other than Texas is considered a ‘foreign entity.’ Foreign Qualification refers to the process of obtaining a Certificate of Authority for a foreign entity. Foreign qualified Texas companies can also continue to operate in their home states.
Why Do I Need A Registered Agent In Texas?
Put simply, your foreign registration won’t be processed unless you appoint a Texas registered agent with a physical address in the state. Your agent must be present at this address during business hours to accept service of process and other legal notices on behalf of your business. When we register your foreign LLC in Texas, we include our monthly, local registered agent service, which gives you all the tools you need to manage your Texas business affairs.
What's The Filing Process Like?
There are a few different ways to file your application to transact business in Texas. Online filing is available through the Secretary of State’s website SOSDirect. (Please note that there is a 2.7% processing fee if you pay with a credit card, bringing your total up to $770.25). You can also download form 304 here, print it out and submit it (in duplicate) by mail, fax or in person. The form contains instructions which detail the submission process. Online filings are generally processed by the SOS in 2 business days, while applications received by mail take 5-10 days to process. Upon approval of form 304, you’ll receive a Texas Certificate of Authority—written permission from the Secretary of State to transact lawful business in the state.
Can I Just Hire You to File For Me?
Yup! We get foreign LLCs registered to do business in Texas every day. For $100 plus the state fees we set you up with local Texas registered service, submit your application to the Texas SOS, forward your Certificate of Authority to your online client account, and provide you with helpful tools—like Texas mail forwarding—to help you operate your out-of-state LLC in Texas.
Why Go Independent?
The key to successfully expanding your LLC into the State of Texas is working with a dependable, experienced Texas registered agent. Your agent will receive and forward your legal business mail, help you stay organized, and send timely reminders to ensure you don’t miss any important deadlines.
Our $7.99 Texas registered agent service does all this and more—without the contract. Here’s what you get when you go Independent.
- Fast, Efficient Foreign Qualification Getting your business foreign qualified doesn’t have to be difficult or time-consuming. With us, your foreign LLC is on the path to doing business in Texas in one quick step—filling out our simple sign-up form. As soon as you submit your order, we get to work. We’ll quickly get your Application for Registration of a Foreign LLC submitted to the Texas SOS. And two business days later, your Certificate of Authority should be available to view in your secure client account.
- Expert Legal Compliance To keep your foreign LLC in good standing, you’ll need a registered agent with a stable physical address in Texas. Just as importantly, you’ll need a registered agent who actually knows Texas laws and regulations. We’ve got you covered on both fronts. We’ve been in our Austin office for years, and we know our way around every Texas business filing. Keeping your business in compliance is our highest priority, and we pride ourselves on making sure you never miss a deadline—or a time-sensitive legal notice. Our registered agent service includes free due date tracking and guaranteed same-day scans of every piece of legal or state mail we receive for you, all for $7.99 a month.
- Business Tools & Support Operating your business is a lot easier with the right tools. With Independent Texas Registered Agent service, you get helpful features like free Texas mail forwarding (up to 10 mail scans per year), plus a 60-day free trial of our take-anywhere virtual Phone Service. You also get a Texas business address, which we automatically list for every member of your LLC (keeping everyone’s home addresses off the Texas public record). And your personal client account makes it easy to store and manage your business mail, from wherever you happen to be.
Foreign LLC in Texas
– Frequently Asked
1. Do I Need To Register My Business In Texas?
This depends on whether you’ll be ‘transacting business’ in Texas. Transacting business is not defined by the Texas statutes, but there are a few other ways to determine whether your LLC is technically engaging in business activities.
Texas BOC § 9.251 lists activities that do not qualify as transacting business. Examples 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.
Generally speaking, your foreign LLC is conducting business in Texas if it has an employee, office or warehouse in Texas, or is otherwise pursuing one of its business purposes here in the state.
- 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 LLC registration fees?
Registering a foreign LLC to do business in Texas comes with a statutory fee of $750. Fees paid by credit card are subject to an added convenience fee of 2.7 percent.
You may be tempted to start operating in Texas without registering your LLC with the state. We strongly advise against this. The penalties for late registration range from significant late fees to your LLC being permanently barred from doing business in Texas.
3. What if I’ve already started transacting business in Texas?
Fortunately, foreign entities (including LLCs) have a grace period of 90 days—after initially conducting business in Texas—before they need to register with the Texas Secretary of State. If your LLC has been operating in the state for over 90 days it will be subject to a late filing fee, per section 9.054 of the Texas Business Organizations Code.
This late fee is calculated by multiplying the $750 registration fee by each full or partial year of delinquency. For example, an LLC that had been conducting business in Texas for 3 years (or 2 years and 1 month) prior to registration would owe a late fee of $2250. An unregistered LLC that had been operating in Texas for 91 days would owe a late fee of $750.
LLCs that register after the deadline may also be required to pay a civil penalty equal to the total taxes and fees that would have been imposed from their required registration date.
4. What information do I need to include in my Application for Registration?
Whether applying online or with the paper form, you’ll need to list some basic information about your LLC, including:
- Your LLC’s full legal name. It’s important to make sure your desired entity name is available for use in Texas prior to filling out your Application for Registration. You can do a preliminary name availability check through the Secretary of State’s web portal, 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 LLC’s EIN (or FEIN) is a 9-digit number that is created by the Internal Revenue Service (IRS). The Texas Comptroller of Public Accounts will use this number to establish your business tax account. If your LLC does not have an EIN at the time of registration, you can simply note this fact on the application. You can apply for an EIN through the IRS website, or ask us to obtain an EIN for you when you sign up for our foreign registration service.
- Jurisdictional information. You’ll need to include your LLC’s state of origin, as well as the date on which it was officially formed.
- Your principal address. This is your primary business location. Don’t have an office in the state? Not to worry. When we file your application, we list our Austin office as your principal address.
- Your Texas registered agent’s name and address. Your registered agent can be an organization or an individual Texas resident. In either case, they must have a physical address in Texas where they will be present during normal business hours. When we register your foreign LLC in Texas, we automatically list our company 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 at least one member of your LLC. Generally, this is the member 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 member and manager of your LLC.
5. Do I need to provide a Certificate of Existence from my LLC’s home state?
Nope! Texas is one of the few states that does not require foreign entities to provide a Certificate of Existence (also known as a Certificate of Good Standing) from the state where the business was first formed.
6. Do foreign LLCs in Texas have annual fees?
No again. Unlike many other states, Texas does not impose annual maintenance fees on its foreign entities. (See? Doing business in Texas is a great thing!)
You do need to file a yearly report (of sorts) to keep your foreign LLC in good standing. All for-profit entities in Texas are required to submit an annual franchise tax report to the Comptroller (we address the franchise tax itself in the next question). Included in this tax report is something called a Public Information Report (PIR), which is essentially a status check to make sure your business is still active. Fortunately, there is no fee associated with this filing. As part of our registered agent service, we send helpful reminders as the Texas Franchise Tax deadline approaches.
7. What do I need to know about Texas business taxes?
Part of what makes Texas so business-friendly is our favorable tax environment. While your foreign LLC is subject to the Texas Franchise Tax, the no-tax-due threshold is fairly high, so your business may end up not owing anything.
- Texas Franchise Tax The Texas Franchise Tax is a “privilege” tax. Essentially, you are paying for the privilege of doing business in Texas. This tax applies to every for-profit business organization in Texas, whether foreign or domestic. If your Texas LLC grosses under $1,230,000 million in revenue annually, then you will not owe any franchise tax—but you must still file a no-tax-due report by May 15 each year. For more information, check out the Texas Comptroller’s Texas Franchise Tax page.
- Sales Tax If your foreign Texas LLC sells tangible property or provides services, you will need to apply for a sales tax permit in order to 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—just make sure to allow 2-3 weeks for your permit to arrive.
Sign Up 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 LLC filed fast.