Texas Foreign LLC
Texas boasts one of the nation’s best business ecosystems. With favorable regulations and a growing economy, the state provides the foundation for businesses of all sizes to succeed. If you want to take advantage of Texas’s favorable business climate, you'll need to register your business as a foreign limited liability company (LLC).
Already know you want to expand your business and form a Texas Foreign LLC? Avoid the hassle and hire a professional service like Northwest to handle the formation process.
Texas Foreign LLC Overview
A Texas foreign LLC is an LLC that’s registered to conduct business in the state, but wasn’t formed there. Registering your company as a foreign LLC won’t form a new LLC in a different state. Rather, this process creates an extension of your existing LLC that allows you to legally conduct business in other states. Since a foreign LLC is simply an expansion of an existing business, if you don’t currently have a legal business entity and want to begin your business in the state of Texas, consider forming a traditional Texas LLC.
This guide will walk you through the process and required documents to register your business as a Texas foreign LLC.
Do I Need to Register as a Foreign LLC in Texas?
When you initially formed your LLC, it became associated with the state in which you filed its formation documents. If you plan to “transact business” in the state of Texas, you must register your company as a foreign LLC. While Texas statutes don’t define "transacting business," you should consider registering your business as a foreign LLC if it:
- Hires employees or agents to work within the state
- Participates in long-term business transactions or contracts in Texas
- Owns or leases a warehouse, office, or store in Texas
- Owns income-producing properties personally and professionally within the state
What Happens if I Fail to Register as a Foreign LLC in Texas?
If you fail to register before you start conducting business in Texas, your business can be liable for penalties and fees. The civil penalty will be equal to all taxes and fees the state would have imposed if your LLC had been registered when you began conducting business.
You’ll also owe late fees to the Secretary of State if you register more than 90 days after first transacting business in Texas. Moreover, your business won’t have the ability to take action on civil suits, and you may receive an injunction that prevents you from doing business in Texas.
How to Register a Foreign LLC in Texas
To register your business as a Texas foreign LLC, you must appoint a Texas registered agent and fill out the Application for Registration of a Foreign LLC (Form 304). Unlike some other states, Texas doesn’t require you to provide a Certificate of Good Standing.
Recommended: Save yourself the hassle and have a professional service file your Texas foreign LLC paperwork for you. This’ll ensure everything is done right and give you time to work on what really matters — growing your business.
Appoint a Texas Registered Agent
You must appoint a Texas registered agent for your Texas foreign LLC. A registered agent acts on your business’s behalf to receive legal or state documents, official notices, and more. The individual or business you choose as your registered agent must have a permanent physical address in Texas.
While anyone with a Texas address can serve as your registered agent, we recommend using a professional registered agent service to keep your address private and ensure someone is always available to receive any important documents.
Fill Out the Application for Registration of a Foreign LLC
The official form you must use to register your business as a Texas foreign LLC is Form 304: Application for Registration of a Foreign LLC. The first five pages of the document share details on what’s required of foreign LLCs in Texas, the information you must provide about your company, and instructions on how to complete the form.
Follow these instructions to fill out this form:
- Entity Name and Type: Provide the full legal name of your LLC as stated in the original formation documents you filed in its home state. The name must comply with Texas naming conventions.
- Name of Entity — Doesn’t Include “Limited Liability Company” or “Limited Company” (or an abbreviation thereof) or Isn’t Available in Texas: In Item “2A,” enter the name of your business and include the words or the “LLC” abbreviation for use in Texas. If your company’s name isn’t available in Texas, you must select an assumed name and enter it in item “2B.”
- Federal Employer Identification (FEI) Number: Also known as an Employer Identification Number (EIN), list your nine-digit FEI number here. It’s the number the Internal Revenue Service (IRS) assigns to your business for tax purposes. Think of it as your business’s Social Security number.
- Jurisdiction Information: Enter your LLC’s home jurisdiction and the date of its formation there.
- Certificate of Existence: No action is required here. This statement simply acts as a Certificate of Existence by confirming your LLC currently exists as a valid LLC under the laws of its home jurisdiction.
- Statement of Purpose: Describe the purpose of establishing your LLC in Texas.
- Date Your LLC First Transacted Business in Texas: Enter the date your LLC began transacting business in the state or when it plans to start conducting business in Texas.
- Principal Office Address: List your LLC’s principal office address.
- Registered Agent Information: Check the box next to the type of agent you chose (i.e., an organization or individual), and then enter the name and address of your appointed registered agent in Texas. Consider using a professional registered agent service.
- Appointment of the Secretary of State as Agent for Service of Process: By signing this form, you agree to the appointment of the Texas Secretary of State as your LLC’s agent for the service of process.
- Governing Persons Information: Provide the names and addresses of the people or organizations who manage and direct the affairs of your LLC.
- Supplemental Provisions: You can enter additional information here, as needed.
- Effectiveness of Filling: Choose when you want this document to become effective from the three available options.
- Signature: An authorized person must sign and date this form, stating the information provided is correct and true.
File the Application for Registration of a Foreign LLC in Texas
After completing the Application for Registration of a Foreign LLC, you’ll need to pay the $750 filing fee. You can pay this fee by check, money order, or a debit or credit card. Make all checks or money orders payable to the Secretary of State. If you pay by credit card, you’ll also incur a 2.7% convenience fee.
OPTION 1: File Online With Texas SOSDirect
- OR -
OPTION 2: File Form 304 by Mail, by Fax, or In Person
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
James Earl Rudder Office Building
1019 Brazos St.
Austin, TX 78701
How Long Will It Take to Approve My Texas Foreign LLC Application?
The processing time for non-expedited documents submitted online averages five to seven business days. You can elect expedited processing for an additional $25 fee, which’ll ensure the state processes your documents by the close of the first business day following receipt.
If you file your application by mail, the current processing time averages 70 to 72 business days while expedited documents take 12 to 14 business days.
How to Keep Your Texas Foreign LLC Compliant
Once the state of Texas approves your application, you’ll receive a file-stamped copy of your documents in the mail. You must then ensure your LLC conducts business in accordance with Texas state laws.
Texas Annual Franchise Tax Report
Because LLCs must pay a franchise tax in Texas, you’ll need to file an annual franchise tax report with the Texas Comptroller of the Public Accounts. This report is due every May.
Texas Foreign LLC Taxes
The state of Texas taxes foreign LLCs just like regular LLCs. This means your foreign LLC will benefit from pass-through taxation with your LLC’s profits and losses passing through to its members’ individual tax returns. Texas also imposes a state franchise tax on LLCs, which is due along with the franchise tax report you must file every May.
Depending on the nature of your business, you also may need to pay other taxes to the state of Texas. We recommend you speak with an accountant or lawyer to learn more.