Texas Foreign LLC Registration (How-to Guide)

Texas Foreign LLC

Are you looking to expand your business into the Lone Star State? Registering your foreign LLC in Texas can open up opportunities, but the process might seem daunting.

Don’t worry—we’ve got you covered!

I’ll walk you through this guide’s steps with clear, easy-to-follow instructions.

Key Highlights: Texas Foreign LLC Formation

A Texas Foreign LLC is a business that operates in Texas but was created in another state or jurisdiction. To register, you need to submit an Application for Registration to the Texas Secretary of State and pay a $750 filing fee (with an additional 2.7% charge for credit card payments).

If your business has employees, opens a new shop, or sells products or services in Texas, you will likely need to register as a Texas Foreign LLC.

A straightforward way to handle this process is by using a registered agent in Texas. Based on my experience, Northwest Registered Agent is the best option.

Texas Foreign LLC Requirements

1. Registered Agent

To operate your foreign LLC in Texas, you must designate a registered agent with a physical address. This registered agent will receive legal documents and official government notices on behalf of your LLC.

You can choose an individual resident of Texas or hire a registered agent service. A reliable registered agent informs you about critical compliance matters and legal proceedings.

I recommend choosing a professional registered agent service. This keeps your address private and provides extra security for your business.

2. Application for Registration

Registering your foreign LLC in Texas requires completing and submitting the Application for Registration (Form 304) to the Texas Secretary of State.

This form asks for important details about your business, such as:

  • Legal name of the LLC
  • State or jurisdiction of formation
  • Principal office address
  • Texas registered agent name and address
  • Date of formation in the original state
  • Purpose of the business

Accurate and thorough completion of this form is essential for your registration to be approved without delays.

Texas offers multiple filing options for registering your foreign LLC, including online, by mail, in person, and by fax.

For mail submissions, send your application to the following address:

SECRETARY OF STATE
P.O. Box 13697
Austin, TX 78711-3697

For in-person submissions, visit at the following address:

James Earl Rudder Office Building
1019 Brazos
Austin, Texas 78701

3. Annual Report

Texas requires foreign LLCs to file an annual report, known as the Public Information Report (PIR), to keep the state updated on your business’s information. This report includes details about your LLC’s members and managers.

Timely filing of the annual report is essential for maintaining your good standing and avoiding penalties.

How to Form a Foreign LLC in Texas State

Step 1. Selecting Your Business Name (new or existing)

Before starting registration, you must ensure your LLC’s name is available and complies with Texas naming rules. You can visit the Texas Secretary of State’s online database here to check if your desired name is already used.

Texas Business Name Search

If your LLC’s name is unavailable or doesn’t meet Texas requirements, you may need to choose a different name. This step ensures your business name is unique and legally acceptable in Texas.

Step 2. Appointing a Texas Registered Agent (I use Northwest)

Next, you must appoint a registered agent with a physical address in Texas. The registered agent will act as your LLC’s official point of contact for receiving legal documents and government notices.

You can designate an individual resident of Texas or hire a professional registered agent service. A reliable registered agent is crucial for ensuring you receive important documents promptly.

I highly recommend using Northwest Registered Agent for this purpose. They can help you with the entire process of forming your LLC.

Northwest registration

Read about my experience with Northwest Agent by clicking here.

Step 3. Complete the Application for Registration

To officially register your foreign LLC, complete the Application for Registration (Form 304) and submit it to the Texas Secretary of State. You can complete this application online through the Corporations Online Filing Service or submit it by mail, fax, or in person.

  • LLC’s Name: Include the assumed name if the original name is already in use in Texas.
  • LLC’s Jurisdiction of Formation: The state or country where your LLC was initially formed.
  • Federal Entity Identification Number (FEIN): Provide your LLC’s FEIN if available.
  • LLC’s Original Formation Date: When your LLC was first established.
  • Business Purpose: A brief description of your LLC’s business activities.
  • Beginning Date of Transacting Business in Texas: When your LLC plans to start doing business in Texas.
  • Principal Office Address: The primary address where your LLC’s business operations are conducted.
  • Registered Agent’s Information: Name and mailing address of your Texas registered agent.
  • LLC’s Governing Persons’ Names and Addresses: Names and addresses of the LLC’s members or managers.
  • Effective Date of Filing: Specify when the registration should become effective.
  • Name and Signature of an Authorized Person: The individual authorized to sign the application, along with the date of signing.

When completing the form, include essential information such as your LLC’s legal name, state of formation, principal office address, and details of your Texas registered agent. If you submit a physical copy, provide it in duplicate.

The state filing fee for your application is $750. If you pay with a credit card, there’s an extra 2.7% processing fee. If you need to file quickly, you can choose expedited service for an additional $25.

Note

Texas does not require foreign LLCs to submit a Certificate of Good Standing from their home state as part of the registration process. This simplifies the application process, as you do not need to provide proof of compliance from your LLC’s original state of formation.

Step 4. Receive Your Verification of Registration

After your application is processed and approved, the Texas Secretary of State will send you a Certificate of Registration. This certificate confirms that your foreign LLC is authorized to conduct business in Texas. Keep this document safe, as it is your proof of registration and allows you to operate legally in the state.

How long does this take?

Texas processes online filings in about three business days. Expedited filings (for an extra $25) are done in 2 days. Mail or fax filings take about seven business days, plus mailing time. In-person filings are processed in 2 business days.

Registration Fee – How Much Does a Foreign LLC in Texas Cost?

To register a foreign LLC in Texas, you must pay a state filing fee of $750. This fee covers the cost of processing your registration application.

If you choose to pay by credit card, be aware that Texas imposes an additional 2.7% processing fee on credit card transactions. For example, if you pay the $750 fee with a credit card, the total amount charged will be $750 plus 2.7% of $750, which is an additional $20.25, bringing the total to $770.25.

If you need your registration processed more quickly, Texas offers an expedited service for an additional $25. This service speeds up the processing time to 2 business days instead of 3 business days for online filings.

By understanding these fees and options, you can choose the best payment method and processing speed for your needs.

When registering your LLC, you must designate a registered agent with a physical address in Texas to manage legal documents. The cost for a registered agent can range from $200 to $1,000. However, my preferred registered agent offers these services for less than $100. For more details, click here.

Do foreign LLCs need to file a Certificate of Formation in Texas?

Foreign LLCs do not need to file a Certificate of Formation in Texas. Instead, they must file an Application for Registration (Form 304) with the Texas Secretary of State. This form allows foreign LLCs to register and do business in Texas. The Certificate of Formation is typically required for domestic LLCs forming in Texas. Still, for foreign LLCs, the focus is on the Application for Registration to gain the authority to operate in the state.

How are Foreign Entity LLCs in Texas taxed?

In Texas, foreign LLCs are generally taxed as pass-through entities by default. This means that the LLC itself does not pay federal income taxes.

Instead, the LLC’s profits and losses “pass-through” to its members or owners, who report these amounts on their tax returns. Each member pays federal income tax on their share of the LLC’s profits according to their tax rates.

However, Texas has its own tax system for LLCs. In addition to federal income tax considerations, Texas imposes a state franchise tax on all LLCs operating within the state, including foreign LLCs. This is not a traditional income tax based on the LLC’s revenue or “gross receipts.”

Here’s how it works:

  • Franchise Tax: Texas requires LLCs to file an annual franchise tax report. This report is due each May and is based on the LLC’s revenue from the previous year. The amount of the franchise tax varies depending on the revenue thresholds set by the state.
  • No Personal Income Tax: Texas does not have a personal income tax, so LLC members are not taxed on their personal income by the state, but they still need to pay federal income taxes on their share of the LLC’s profits.
  • Exemptions and Thresholds: Certain revenue thresholds and exemptions might affect the amount of franchise tax an LLC owes. Small LLCs with revenues below a specific threshold might not owe any franchise tax, though they must still file the annual report.

While Texas foreign LLCs do not pay federal income taxes as a business entity and pass those responsibilities to their members, they must comply with Texas’s state franchise tax requirements.

These require filing an annual report and potentially paying a franchise tax based on their revenue.

We’re not tax experts. For personalized tax advice and to ensure compliance with all tax regulations, it’s best to consult a certified tax professional or accountant.

FAQs on Texas Foreign LLC Registration

Can I Be My Registered Agent for My Texas LLC?

Yes, you can be your registered agent for your Texas LLC, provided you have a physical address in Texas where you can receive legal documents and official correspondence. However, many businesses hire a registered agent service to ensure that they do not miss important documents and maintain privacy by keeping their address off public records.

Why Hire a Texas Registered Agent Service?

Hiring a Texas registered agent service offers several benefits:

  • Privacy: Keeps your address off public records.
  • Reliability: Ensures that important documents are received and handled promptly.
  • Compliance: This service provides a reliable address for receiving legal and tax documents, reducing the risk of missing important deadlines.
  • Flexibility: Allows you to focus on running your business without worrying about handling legal paperwork.

How Can I Withdraw My Texas Foreign LLC?

You must file a Certificate of Termination with the Texas Secretary of State to withdraw your Texas foreign LLC. This form officially ends your LLC’s registration in Texas. You must also ensure that all franchise taxes are paid and that you are in good standing with the state before filing. Check the Texas Secretary of State’s website for detailed instructions and any additional requirements.

Is a Physical Presence Required in Texas to Form an LLC as a Foreigner?

No, a physical presence in Texas is not required to form an LLC as a foreigner. You can establish and manage your Texas LLC from another state or country. However, you must appoint a registered agent with a physical address in Texas who can receive legal documents on behalf of your LLC.

How Do I Amend a Foreign LLC in Texas?

To amend a foreign LLC in Texas, you must file an amendment to your Application for Registration (Form 304) with the Texas Secretary of State. This amendment updates your registration details, such as changes to the LLC’s name, address, or registered agent.

What Does It Mean to Do Business in Texas?

Doing business in Texas generally means engaging in regular and continuous business activities. This includes opening an office, having employees, or conducting significant transactions. If your foreign LLC engages in such activities, it is required to register as a foreign LLC in Texas.

Does a Foreign LLC Have to File an Annual Report in Texas?

Yes, foreign LLCs must file an annual franchise tax report with the Texas Comptroller of Public Accounts because they must pay state franchise tax. The report is due on May 15th each year. You can visit the Texas Comptroller’s website to learn how to file and pay, as the process varies depending on how much tax you owe.

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