Register a Texas Foreign LLC
A Texas foreign LLC does business in Texas but was organized in another state or jurisdiction. To register as a Texas Foreign LLC, you'll need to submit an Application for Registration to the Texas Secretary of State and pay the state a filing fee of $750 (add 2.7% for all credit card transactions). Having employees, opening a new shop, and selling products or services are all considered to be doing business in the state. If your business is involved in any of those activities, you'll most likely need to register as a Texas foreign LLC.
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How to Register a Foreign LLC in Texas
The process to register a foreign LLC in Texas is called foreign qualification. It requires just two steps—but like most things, the simpler it is, the more important it is to do it right. You will need to find a registered agent local to Texas and, most crucially, complete an Application for Registration. Your application will be reviewed by the Secretary of State—if approved, you’ll be granted the same benefits as a domestic Texas LLC.
1. Appoint a Texas Registered Agent
Much like your registered agent in your home state, your Texas Registered Agent can be any person or business that is physically located in Texas and available during regular business hours to accept service of process on your behalf.
Can I be my own registered agent in Texas?
Not unless you live there. Most business owners who expand their entity beyond state borders hire a professional registered agent service.
Why hire a registered agent service?
Any reputable registered agent will let you use their information on public registration documents, which helps to keep your private information away from prying eyes.
2. Complete the Application for Registration
According to TX Bus Orgs § 9.001, the registration process involves filing an Application for Registration of a Foreign Limited Liability Company that includes your…
- LLC’s name, including the assumed name if the original name is already in use in Texas
- LLC’s jurisdiction of formation
- Federal Entity Identification Number (FEIN), if available
- LLC’s original formation date
- business purpose
- beginning date of transacting business in Texas
- principal office address
- registered agent’s information, including their mailing address
- LLC’s governing persons’ names and addresses
- the date the filing will become effective
- name and signature of an authorized person and date signed
If you’re ready to mess with Texas, Northwest can help you Register Your Foreign LLC in Texas!
How much does it cost to file the Application for Registration in Texas?
The state filing fee of $750 is due at the time of your application. Texas levies a 2.7% processing fee for credit cards. If you’re in a hurry to file, Texas offers expedited service for $25.
How do I file my Texas Foreign LLC Registration Application?
Texas offers online, mail, in person, and fax filing options. You can fill out your Application for Registration of a Foreign Limited Liability Company online or fill out a physical copy and mail it, fax it, or hand deliver it the Texas Secretary of State. It must be in duplicate if a physical copy.
SECRETARY OF STATE
P.O. Box 13697
Austin, TX 78711-3697
James Earl Rudder Office Building
Austin, Texas 78701
Do foreign LLCs need to file a Certificate of Formation?
No. Only domestic Texas LLCs need to file the Texas Certificate of Formation.
Will I need to submit a Certificate of Good Standing?
No. Texas does not require foreign LLCs to submit a Certificate of Good Standing.
3. Receive Verification of Registration
Once Texas has approved your application, they will mail you a file-stamped copy of your documents.
How long does it take for Texas to process the Application for Registration?
Texas takes about 3 business days to process online filings, and returns expedited (add $25) filings in 2 days. Mail or fax filings take about 7 business days plus additional time for mailing. Filing in person, directly with the state, will get your application processed in 2 business days.
Texas Foreign LLC Registration FAQ
How do I amend a foreign LLC in Texas?
You can amend your foreign LLC by filing Form 406, Amendment to Registration with the Texas Secretary of State. Your amendment does not need to be notarized, but it will need signing by an authorized person, such as a governing member of your company. It costs $150 to file an amendment. This fee, along with a duplicate of your application of amendment, needs to be sent to the Texas Secretary of State via mail or fax.
What does doing business mean in Texas?
In most cases, you’ll need to register your foreign LLC in Texas if it hires and pays employees, owns or leases property, applies for Texas business or professional licenses, or offers products or services in the state.
The Secretary of State website recommends that you check case law, the Attorney General Opinions, or consult a private attorney to determine if your business is technically conducting business in Texas. Luckily, Texas provides a list of activities that do NOT count as transacting business.
According to Texas state statute TX Bus Orgs § 9.251, activities that AREN’T considered doing business in Texas include:
- defending a legal suit
- holding a meeting of the LLC’s officers
- maintaining an office
- creating or acquiring debt
- securing or collecting debt
- transacting business in interstate commerce
- conducting an isolated transaction that is not repeated and is done within 30 days
- owning real or personal property
- maintaining a bank account*
*While this alone is not conducting business, some banks will not allow an unregistered foreign entity to open a bank account.
Does a foreign LLC have to file an annual report in Texas?
Yes. Since foreign LLCs must pay state franchise tax in Texas, you need to file an annual franchise tax report with the Texas Comptroller of Public Accounts. This is due on May 15th and you can check out the Texas Comptroller website to find out your reporting and payment method, which differs depending on how much you owe in taxes.
How are foreign LLCs in Texas taxed?
By default, Texas foreign LLCs are taxed as pass-through entities, meaning that they pay no federal income taxes. Instead, profits “pass through” to the members, who then report the profits as income on their individual tax returns.
However, Texas does impose a state franchise tax on LLCs—that’s the annual franchise tax report you have to file each May.
How can I withdraw my Texas foreign LLC?
You can withdraw your Texas foreign LLC by filing Form 608, Certificate of Withdrawal of Registration in duplicate with the Texas Secretary of State via mail or fax. This includes the Certificate of Account Status for Dissolution/Termination, which says that all of your current taxes have been paid. This costs $15 to file and will result in your foreign LLC no longer having authorization to do business in Texas.