Texas Foreign LLC Registration: Certificate of Authority for Out-of-State Companies
Texas Foreign LLC Registration: Certificate of Authority for Out-of-State Companies
If you own an LLC formed in another state and you're doing business in Texas, you need to register it with the Texas Secretary of State. This process is called foreign LLC registration, and it gives your out-of-state company a "Certificate of Authority" to operate in Texas legally. Without it, your company faces penalties, cannot sue in Texas courts, and may owe back fees to the state.
This guide walks you through the requirements, the filing process, costs, and timelines. It covers what "transacting business" means under Texas law, how to find and appoint a registered agent, and what tax obligations come with registration.
What Is a Foreign LLC in Texas?
A "foreign" LLC in Texas is any limited liability company formed under the laws of another state, country, or U.S. territory. If your LLC was incorporated or formed in Delaware, California, New York, or any other jurisdiction outside Texas, it is a foreign LLC from Texas's perspective.
Texas law requires foreign LLCs to register if they transact business in the state. This requirement exists to ensure that out-of-state companies operating in Texas follow state law and pay taxes owed to the state.
When You Must Register: What "Transacting Business" Means
The key question is whether your out-of-state LLC is "transacting business" in Texas. Texas Business Organizations Code Section 9.001 requires foreign LLCs to register before transacting business in the state.
However, the statute also defines what does NOT count as transacting business. Under Section 9.251, the following activities do not require registration:
- Maintaining a bank account in Texas
- Holding internal or management meetings
- Transacting interstate commerce (business that crosses state lines but is not specific to Texas)
- Completing an isolated transaction within 30 days
Activity beyond those listed, such as operating a physical office or employing people in Texas, may count as transacting business. Ask a Texas attorney if you are unsure.
If you are uncertain whether your LLC's activities trigger the registration requirement, consult an attorney licensed in Texas. The cost of clarification is far less than the penalties for operating unregistered.
The Texas Foreign LLC Registration Process
Registration begins with Form 304, the Application for Registration of a Foreign Limited Liability Company. This form is filed with the Texas Secretary of State, and you can file it online, by mail, or in person.
File Form 304 with the Secretary of State
Form 304 is the official document that registers your foreign LLC in Texas. The Secretary of State reviews the form for completeness and issues your Certificate of Authority once approved.
You can file Form 304 through SOSDirect, the Secretary of State's online filing portal, at https://direct.sos.state.tx.us/acct/acct-login.asp. Electronic filing through SOSDirect is the fastest method. You can also mail or hand-deliver the form to the Secretary of State's office in Austin.
Processing Time and Expedited Options
The Texas Secretary of State does not publish a guaranteed standard processing time. Electronic filings through SOSDirect typically process faster than mailed documents. Mailed or hand-delivered forms generally take at least one business day to be entered into the system and show a status of "Received."
If you need a guaranteed timeline, the state offers expedited processing through Texas Express. Standard Expedite costs $50 per document and is typically processed within two to three business days. Next Day Expedite costs $500 and is processed by close of business the next day for filings received by 12:00 p.m. Same Day Expedite costs $750 and is processed by close of business the same day for filings received by 12:00 p.m. These expedite fees are in addition to the base filing fee.
What You Need to File Form 304
When you file Form 304, you must provide the following information:
- Name of your foreign LLC: The name must be distinguishable in the Texas Secretary of State records. If your LLC's name is taken or too similar to an existing business, you may need to file an assumed name certificate (Form 503) to do business under a different name in Texas.
- State or country of formation: Where your LLC was originally formed.
- A certificate or other evidence of good standing: Most states require you to request this from your home state's Secretary of State. It confirms your LLC is in good standing in its home state.
- Texas registered agent name and address: See the section below on registered agents.
- Principal office address: Your LLC's main business address (may be outside Texas).
- Texas business office address (if different): Where you conduct business in Texas.
- Manager(s) and member(s) information: Names and addresses of at least one manager or member.
Registered Agent and Office Requirements
Every foreign LLC registering in Texas must have a registered agent and registered office in the state. This is a nonnegotiable requirement under Texas law.
Your registered agent must be either an individual who is a Texas resident or a business entity (such as a registered agent service) that is qualified to do business in Texas. The registered agent cannot be your LLC itself.
Your registered office must be a physical street address in Texas. It cannot be a post office box, mail forwarding service, or answering service. The registered agent must be personally available during normal business hours at this address to receive legal documents.
Many business owners use a professional registered agent service. These services handle service of process and document forwarding. Compare fees before you choose one.
Your registered agent must provide written or electronic consent to serve in that role. Keep documentation of this consent for your records.
The Filing Fee
The filing fee for a Texas Foreign LLC Certificate of Authority (Form 304) is $750. This is a one-time fee paid at the time of filing.
If your LLC has already been operating in Texas for more than 90 days without registering, you owe a late fee in addition to the $750 filing fee. The late fee equals the registration fee ($750) per year of operation without registration. For example, if your LLC operated unregistered for one year, you owe an additional $750 late fee. If it operated for two years, you owe $1,500 in late fees.
Expedite fees (if you choose expedited processing) are additional and separate from the base filing fee and any late fees.
Tax Obligations After Registration
Registering your foreign LLC in Texas creates a tax nexus, meaning your LLC is now subject to Texas state taxes. This triggers two main tax filing requirements:
Franchise Tax
Texas has no corporate income tax. Instead, the state levies a franchise tax, a privilege tax administered by the Texas Comptroller of Public Accounts. This tax applies to LLCs, corporations, partnerships, and other entities that earn income in Texas.
The franchise tax filing requirement begins once your LLC has nexus in Texas (which registration creates). The Public Information Report or Ownership Information Report is due May 15 each year and is filed with the Comptroller, not the Secretary of State.
For the 2026 and 2027 report years, entities with total revenue at or below $2,650,000 owe no franchise tax but must still file the Public Information Report (at no charge). Entities above this threshold pay a franchise tax of 0.375 percent for retail and wholesale businesses, 0.75 percent for all other businesses, or 0.331 percent under the EZ Computation rate (for entities under $20 million in total revenue).
Sales Tax Permit
If your LLC sells taxable goods or services in Texas, you must register for a sales and use tax permit with the Texas Comptroller. Texas has a state sales tax rate of 6.25 percent, plus local sales taxes that vary by city and county. Many Texas jurisdictions add 1.00 to 2.00 percent in local sales tax.
You can apply for a sales and use tax permit online at https://comptroller.texas.gov/taxes/permit/. The permit is issued at no charge and typically takes two to three weeks to process.
For more information on Texas franchise tax and sales tax, visit the Texas Comptroller website at https://comptroller.texas.gov/taxes/.
What Happens If You Don't Register
Operating an unregistered foreign LLC in Texas carries serious legal and financial consequences:
- Late fees: If your LLC has been transacting business in Texas for more than 90 days without registering, you owe a late fee equal to the registration fee ($750) per year of operation without registration.
- Loss of the right to sue: An unregistered foreign LLC cannot maintain a lawsuit in Texas courts on business matters. If you need to sue a customer, supplier, or competitor in Texas, you cannot do so until the LLC is registered.
- Vulnerability to suits: While you cannot sue, others can sue your unregistered LLC in Texas courts.
- Penalties and interest: Tax authorities may assess penalties and interest if your LLC owes franchise tax or sales tax and did not file or pay.
Registration costs $750 now or $750 plus additional late fees later. Register promptly.
Renewing and Maintaining Your Foreign LLC Registration
Unlike a Texas LLC (which files a Public Information Report with the Comptroller), a foreign LLC does not file an annual renewal with the Secretary of State after initial registration.
You must maintain your registered agent and registered office at all times.
If your registered agent or office changes, you must file a statement of change of registered agent or office with the Secretary of State. The fee for this change is $15.
Monitor your home state's LLC filings to ensure your LLC remains in good standing. If your home state's LLC is dissolved, check with the Secretary of State about what to file for your Texas registration.
Moving a Delaware LLC to Texas: Conversion Instead of Registration
Some business owners formed their LLC in Delaware for tax or privacy reasons but now want to relocate the LLC's legal domicile to Texas. If this is your situation, you have an option beyond foreign LLC registration: you can convert your Delaware LLC to a Texas LLC using a certificate of conversion.
To convert a foreign LLC to a Texas LLC, file Form 647 (Certificate of Conversion of a Foreign Entity to a Texas Filing Entity) along with a Certificate of Formation for the new Texas LLC (Form 205). This process continues your LLC's existence under Texas law instead of creating a new entity.
The conversion fee is $300, and the Certificate of Formation filing fee is also $300, for a total of $600 in state fees. Conversion may also have federal tax implications, so consult a CPA or tax attorney before proceeding.
Conversion is an alternative to registration; you do not register a foreign LLC and then convert it. Choose the approach that best fits your business situation.
Checking Name Availability and Reserving a Name
Before filing Form 304, verify that your LLC's name is available in Texas. You can search existing businesses at the Texas Secretary of State Business Search database at https://www.sos.state.tx.us/corp/searches.shtml. You can also call the Secretary of State at (512) 463-5555 for preliminary name availability.
If your LLC's name is not available or is too similar to an existing business, you can file a Form 503 (Assumed Name Certificate) to register an alternate business name under which your foreign LLC can operate in Texas. The fee for an assumed name certificate is $25 filed with the Secretary of State.
If you want to reserve a name for future use, you can file a Name Reservation (Form 501) for $40, valid for 120 days.
Disclaimer
This content is informational only and does not constitute legal or tax advice. Registering a foreign LLC in Texas involves complex state and federal legal and tax considerations. Business structures, registration timing, tax obligations, and the consequences of operating unregistered vary based on the specifics of your business, your LLC's home state, the nature of your Texas activities, and your ownership and management structure.
Consult a Texas-licensed attorney for guidance on whether registration is required for your LLC, how to structure your registration, and what liabilities or claims apply to your situation. Consult a certified public accountant (CPA) for advice on franchise tax reporting, sales tax obligations, and the tax implications of conversion or restructuring.
Next Steps
To register your foreign LLC in Texas, you will need the following before you file:
- A certificate or letter of good standing from your home state's Secretary of State (issued within the past 90 days).
- The name and Texas street address of a qualified registered agent.
- Your LLC's principal office address and Texas business office address (if different).
- Names and addresses of at least one manager or member of your LLC.
- $750 for the filing fee (plus the cost of expedite processing if you choose it, and any late fees owed if registration is delayed).
File Form 304 online through SOSDirect at https://direct.sos.state.tx.us/acct/acct-login.asp or by mail to the Texas Secretary of State. For questions specific to your LLC, contact a Texas business attorney or the Texas Secretary of State at (512) 463-5555.