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Foreign or Out-of-Country Entities FAQs

Formation of Texas Entities
Amendments and Corrections
Name Filings
Mergers and Conversions
Terminations and Reinstatements
Foreign or Out-of-Land Entities
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Management and Ownership
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Business Organizations Code
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The answers to our Oftentimes Asked Questions are provided for informational purposes and are non intended to provide legal advice or to substitute for the advice of an attorney. If you accept specific legal questions, consult your attorney.

Is my entity required to register?
Name Registrations??+
Amending a Registration
Termination or Withdrawal of a Registration
Revocation and Reinstatement of a Registration

Is my entity required to register?

Does my strange entity demand to file an application for registration?
Does a foreign (including an out-of-state) filing entity that is a general partner of a Texas partnership or a manager of a Texas LLC have to register to transact business in Texas if the strange entity has no other contact with the country of Texas?
Must a foreign business trust qualify or register to transact business in Texas?
Does an out-of-land LLP have to register with the secretary of state earlier information technology transacts business in Texas? If the underlying partnership of the out-of-state LLP is an LP, does the underlying out-of-country LP also have to register?
Are not-U.S. businesses transacting business organization in Texas required to register to transact business in Texas? Are they subject to Texas land franchise taxes?

Does my foreign entity need to file an awarding for registration?

A foreign filing entity, equally described in section ix.001 of the BOC, must file an application for registration, previously known as an awarding for certificate of authority, if information technology "transacts concern" in Texas. Texas statutes exercise not specifically define "transacting business;" however, section 9.251 of the BOC lists 15 activities that practice non constitute "transacting business." Generally, a strange entity is transacting business organization in Texas if it has an role or an employee in Texas or is otherwise pursuing 1 of its purposes in Texas. The secretary of state cannot requite a legal opinion as to whether a detail foreign entity is "transacting business" in Texas. If you are unsure whether registration is required, you should consult with your legal counsel.
Does a foreign (including an out-of-state) filing entity that is a general partner of a Texas partnership or a manager of a Texas LLC have to annals to transact concern in Texas if the foreign entity has no other contact with the state of Texas?

Texas Attorney Full general Stance JM-7 (PDF) holds that the act of being a general partner of a Texas partnership constitutes transacting concern in Texas. This holding may extend to strange entities that are managing members or managers of a Texas LLC. Appropriately, a foreign filing entity that is a full general partner of a Texas LP or a managing fellow member or manager of a Texas LLC may be required to register to transact business in Texas. Foreign entities should consult with their legal counsel to determine whether registration with the Texas secretarial assistant of country is required.
Must a foreign business trust qualify or register to transact business in Texas?

Aye. A foreign business trust has been required to register with the secretarial assistant of state if information technology is transacting business concern in Texas since January i, 2006, the effective engagement of the BOC. Run across Form 312 (Give-and-take, PDF).
Does an out-of-land LLP accept to register with the secretary of land before information technology transacts business concern in Texas? If the underlying partnership of the out-of-state LLP is an LP, does the underlying out-of-state LP also have to register?

Yep. §152.901 et seq. See Course 307 (Word, PDF). The fee for registration is $200 for each general partner that resides in Texas, simply no less than $200 and no more $750. LLP registrations must exist renewed each yr. See Form 308 (Word, PDF). If the underlying partnership is an LP, the LP must also file a separate application for registration. The fee for this ane-time registration is $750. Run across Course 306 (Word, PDF).
Are not-U.South. businesses transacting business organization in Texas required to register to transact business in Texas? Are they subject to Texas state franchise taxes?

Yes. Non-U.S. corporations, LLCs, LPs and financial institutions must register with the secretary of state before transacting business organisation in Texas. Such entities are bailiwick to state franchise tax and federal income taxation on certain income. For more information nearly federal taxes, visit www.IRS.gov or phone call (800) 829-3676. For information on state taxes, visit the Comptroller of Public Accounts or call (800) 252-1381.

Name Registrations

Can I file an application for registration online?
What is a name registration?
Should I file a proper name registration or an application for registration?
If a strange entity intends to or is already transacting business organization in Texas, what are the penalties for not registering with the secretary of state?
Tin a licensed professional person who is a member of a professional association or professional corporation in some other country practice concern in Texas using that foreign professional association or corporation?
Does a strange entity that registers to transact business in Texas have to file an almanac study with the secretarial assistant of state?
Does a foreign entity that qualifies or registers to transact concern in Texas under an assumed name take to behave its business nether that assumed proper noun in Texas, that is, must the assumed name exist used on signs, brochures, business cards, contracts, and the like?
Can I register my out-of-state series LLC to transact business in Texas?
My foreign business is trying to obtain a license from some other state agency. Do I have to file an awarding for registration with the secretary of state?
Will I have a late filing fee?

Can I file an application for registration online?

Yep. Applications for registration tin be filed online through SOSDirect 24 hours a day, vii days a week.
What is a name registration?

A proper noun registration is a filing that can be made by an organization that is authorized to practice business organization in Texas as a bank, trust company, savings association, or insurance company, or that is a strange filing entity not registered to transact business in Texas under the Texas Business organisation Organizations Code. In order to approve a name registration, the proper noun must be distinguishable in the records of the secretary of land from the proper noun of an existing filing entity, strange filing entity, name reservation or other name registration.
Should I file a name registration or an application for registration?

It depends. Filing a name registration does not give an entity the say-so to transact business organization in Texas. A valid name registration precludes some other entity from filing under a legal or fictitious proper name that is not distinguishable in the records of the secretarial assistant of state. A name registration is valid for one year and may exist renewed.

An application for registration, formerly chosen a certificate of authority, is filed past a foreign corporation, limited liability company, limited partnership, limited liability partnership, professional association, or other foreign entity every bit listed in section 9.001 of the Texas Business Organizations Code when the entity will be transacting business organisation in Texas. Filing an application for registration gives a foreign filing entity the dominance to transact business organization in Texas. However, the need to file an application for registration depends on the nature and extent of the activities of the entity in Texas. In add-on, a strange entity may demand to file an application for registration with the secretary of state in order to meet other land law requirements.

If you are unsure whether to file a proper name registration or awarding for registration, please contact your private chaser.
If a foreign entity intends to or is already transacting business in Texas, what are the penalties for not registering with the secretary of country?

If a foreign entity transacts business organisation in Texas without registering,
- the entity cannot maintain an action, arrange, or proceeding in a Texas court until information technology registers;
- the attorney full general can enjoin the entity from transacting business in Texas;
- the entity is bailiwick to a civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when beginning required; and
- if the entity has transacted business concern in the state for more ninety (90) days, the secretary of state will impose a belatedly filing fee for an application for registration equal to the registration fee for each agenda twelvemonth or part of a calendar year of malversation.
Try Our Belatedly Fees Calculator! (XLS)
Can a licensed professional who is a fellow member of a professional association or professional corporation in another state do business organization in Texas using that strange professional association or corporation?

Under the Texas Business Organizations Code, a foreign professional corporation or foreign professional clan tin can file an application for registration. Come across Course 303 (Word, PDF) or 311 (Word, PDF). All the same, the licensed professional should contact the Texas board or licensing authority for the profession regarding other legal requirements that must exist met before rendering services in Texas.
Does a foreign entity that registers to transact concern in Texas accept to file an annual report with the secretary of country?

Strange entities that are subject to state franchise taxes must file an almanac franchise tax report with the Texas Comptroller of Public Accounts. As part of the report, foreign corporations, professional associations, LLCs, and certain limited partnerships that are subject area to franchise taxes must file a Public Data Study (PIR) that lists the names of their governing persons at the time the study is filed.

Foreign nonprofit corporations and sure foreign express partnerships that are not subject to franchise taxes are required to file a periodic study with this office not more than once every four years. The secretary of land will send a report notice to the registered amanuensis/role accost on file when it is time for the entity to file its periodic report.
Does a strange entity that qualifies or registers to transact business organisation in Texas under an causeless name have to conduct its business under that causeless proper name in Texas, that is, must the causeless name be used on signs, brochures, business organization cards, contracts, and the like?

The governing statutes provide that when a strange entity qualifies to transact business under an assumed name it must conduct its business with that assumed name. The statute does not provide specific information equally to implementation. However, the secretary of state interprets the statute as intending to avert confusion between the strange entity and an entity already doing business in Texas. Therefore, use of the assumed name is required to avoid confusion.
Can I annals my out-of-country series LLC to transact business organisation in Texas?

Yes. A series LLC formed under the laws of another jurisdiction will be treated as a single legal entity for qualification purposes. The LLC itself rather than the individual serial should register as the legal entity that is transacting business in Texas. The secretary of state has a separate awarding for registration grade for foreign serial LLC. Encounter Course 313 (Word, PDF). If each or whatsoever series of the LLC transacting business concern in Texas transacts business organization under a name other than the name of the LLC, the LLC must file an causeless name certificate in compliance with chapter 71 of the Texas Business concern & Commerce Code. Encounter Form 503 (Word, PDF).
My foreign business is trying to obtain a license from some other state bureau. Do I have to file an application for registration with the secretary of country?

Maybe. There are three considerations you should take into account. Beginning, practice you take a foreign filing entity, as described in BOC §9.001? If then, the second consideration is whether the foreign filing entity is transacting business organization in Texas? If you have a foreign filing entity that is transacting concern in Texas, you must file an awarding for registration with the secretary of state. See Forms 301-312.

If you take a foreign filing entity that is not transacting business in Texas, the third consideration is whether registration is a prerequisite to obtaining the license you are seeking. Yous volition need to contact the bureau or office that issues the license to decide whether registration with the secretary of state is a requirement.
Volition I have a late filing fee?

All strange entities are given a 90 mean solar day grace menses to annals with the secretary of country later on initially transacting concern in Texas. An entity that registers during the grace period will non exist charged late filing fees. Entities that register after the grace period are charged late filing fees. Late filing fees are determined by multiplying the number of whole or fractional calendar years that have passed since the engagement the entity initially transacted business in Texas times the registration fee.
- For nonprofit corporations and cooperative associations, the registration fee is $25.
- For all other entities, the registration fee is $750.
- Case: A for-turn a profit corporation that has been transacting concern in Texas since June 1, 2007 would owe $iii,000 in late filing fees if registering on Dec 1, 2010. The full fees due with the application for registration would therefore exist $iii,750.
(The following entity types are non charged late fees for years prior to 2006: professional corporations, professional person associations, business trusts, existent estate investment trusts, and other foreign entities not required to register under prior law.)

In addition to penalties for tardily registration, if a foreign entity transacts business concern in Texas without registering,
- The entity cannot maintain an activeness, suit, or proceeding in a Texas courtroom until it registers.
- The chaser general can enjoin the entity from transacting business organization in Texas.
- The entity is discipline to a civil penalization equal to all fees and taxes that would have been imposed if the entity had registered when beginning required.

Amending a Registration

Under what circumstances am I required to file an subpoena to my registration?
If a foreign entity registered to transact business organisation in Texas ceases to exist in its jurisdiction of organization because information technology merges into another foreign entity, what needs to be filed?
What needs to exist filed if a registered strange entity files a conversion to change its jurisdiction of organization ("re-domesticates") or files a conversion to convert to a different type of entity?
How can I alter the entity address as listed in the secretary of state's records?

Under what circumstances am I required to file an amendment to my registration?

A foreign filing entity is required to file an amendment to its registration when the foreign entity:
- Changes its name, or
- Changes the business or activity stated in its application for registration.
Additionally, a strange entity that is a limited partnership must file an amendment to its registration to reflect:
- The admission of a new general partner;
- The withdrawal of a full general partner; and
- A change in the name of the general partner stated in its application for registration.
Foreign filing entities are required to file an amendment with the secretary of state on or before the 91st day of the change. See Form 406 (Word, PDF) and Course 412 (Word, PDF)
If a foreign entity registered to transact business organization in Texas ceases to exist in its jurisdiction of system because it merges into another foreign entity, what needs to be filed?

When a strange entity merges out of beingness in its jurisdiction of organization, it may:
- File a argument terminating its registration if the foreign entity surviving the merger will not be transacting business in Texas or if the foreign entity surviving the merger already holds a registration to transact business in Texas (Form 612 (Word, PDF); or
- File an amendment to its registration so that a surviving foreign entity may succeed to the registration held by the merged entity. (Form 422 (Word, PDF)
What needs to exist filed if a registered strange entity files a conversion to change its jurisdiction of organization ("re-domesticates") or files a conversion to catechumen to a different type of entity?

If a foreign entity "re-domesticates" or files a conversion to only change its jurisdiction of germination and does not change its entity type, it tin can amend its registration to reflect its new jurisdiction of organization by filing Form 406 (Give-and-take, PDF). However, if the registered foreign entity converts to some other type of entity, it can amend its registration so that the converted entity succeeds to its registration past filing Form 422 (Word, PDF).

How can I change the entity address equally listed in the secretary of state'southward records?

The process for irresolute the entity address in the secretary of country'south records depends on the source of the accost, which varies by entity type. A reference to an "entity address" does non include the registered office address. Changes to the registered agent or registered office information must always be filed with the secretary of state and comply with applicable statutory requirements. Come across Forms 401 and 408.

Summary chart of process and forms for changing the entity address with the secretary of land:

Blazon of Entity	Source of entity accost	Process for irresolute entity address	Form
Strange filing entity	Primary office address stated in application for registration.	Meliorate the registration.	Grade 406, 407, or 412

Termination or Withdrawal of a Registration

My foreign entity has decided to close its office in Texas and volition no longer be doing business in the state. What practise I need to file?
My foreign entity withdrew its registration to transact business in Texas concluding year and nosotros recently moved our office. Can I update the forwarding address for service of procedure information on file with the secretary of country?
My foreign entity ceased to exist in its jurisdiction of organization ii years agone, but the secretarial assistant of land's records withal testify that it has an active registration. What practise I need to file?
My foreign entity has an agile registration with the secretarial assistant of land, simply will be filing a conversion to convert the foreign entity to a Texas filing entity. Does the foreign entity demand to withdraw its registration before it can file the certificate of conversion in Texas?

My foreign entity has decided to close its part in Texas and will no longer be doing business in the land. What do I need to file?

If the foreign entity volition continue to exist in its jurisdiction of organisation, simply will just cease to transact business in Texas, the entity may withdraw its registration by filing Form 608 (Word, PDF). Unless the foreign entity is a nonprofit corporation, the certificate of withdrawal must include a Certificate of Business relationship Condition from the Texas Comptroller of Public Accounts. For further data, contact the Texas Comptroller of Public Accounts at:

(512) 463-4600 or (800) 252- 1381
TDD (800) 248-4099
east-mail

By filing the certificate of withdrawal, the foreign entity revokes the potency of the entity's registered agent to accept service of process in Texas and consents that service of process may be made on the foreign filing entity by serving the secretarial assistant of country.
My strange entity withdrew its registration to transact business in Texas last year and we recently moved our office. Can I update the forwarding address for service of process information on file with the secretary of state?

Yes. The forwarding address for service of process information can be updated by sending written notification to the secretary of state. The written notice should include the name of the entity at the time of its withdrawal, the new accost to which the secretary of country may mail of copy of whatever procedure against the foreign filing entity served on the secretary of state, and the file number issued by the secretary of land, if known. There is no fee for updating the forwarding address.
My foreign entity ceased to be in its jurisdiction of organization two years ago, but the secretarial assistant of state'south records still show that information technology has an active registration. What do I demand to file?

If the foreign entity has ceased to exist in its jurisdiction of organization, and its registration is not being succeeded pursuant to a merger or conversion, then the entity must terminate its registration. This is done by submitting a certificate from the proper filing officeholder in the entity's jurisdiction of germination (usually the secretary of state) evidencing the termination. The document can either exist a certificate evidencing the fact that the entity has dissolved, merged, etc., or information technology can be a certified copy of the dissolution, merger or conversion. Form 612 (Discussion, PDF) can be used as a cover letter to the certificate required for termination. The filing fee is $15 ($v for nonprofit corporations and cooperative associations).
My foreign entity has an active registration with the secretary of state, but will exist filing a conversion to convert the foreign entity to a Texas filing entity. Does the foreign entity need to withdraw its registration before information technology tin can file the certificate of conversion in Texas?

No; the registration of a foreign filing entity that converts to a Texas filing entity will be automatically withdrawn on the filing of the certificate of conversion. Run across BOC § nine.012.

Revocation and Reinstatement of a Registration

Under what circumstances can the secretary of state revoke the registration of a strange entity?
If a strange nonprofit corporation or strange LP has had its registration revoked for its failure to file a Periodic Study, how and when tin it be reinstated?
If a strange entity is forfeited for failure to file franchise tax returns and/or pay franchise taxes, is at that place a fourth dimension-limit for reinstatement?
If a strange entity's registration is revoked for not-tax reasons, is at that place a borderline for reinstatement?

Nether what circumstances tin can the secretary of state revoke the registration of a foreign entity?

Section 9.101 of the BOC authorizes the secretary of state to revoke a foreign filing entity's registration when the secretary of state finds that the entity has failed to:
- File a report within the period required by law or pay a fee or penalty prescribed by law when due and payable;
- Maintain a registered amanuensis or registered office in Texas equally required by police force; or
- Amend its registration when required by law.
The secretary of country is required to provide the foreign entity with written find of the delinquency or deficiency earlier taking action to revoke its registration. Failure to correct the deficiency or delinquency before the 91st 24-hour interval later on the date notice was mailed will result in the revocation of the foreign entity's registration.

Department 9.101 also permits the secretarial assistant of state to revoke the registration of a foreign entity when:
- The entity has failed to pay a fee required in connection with the application for registration, or
- Payment of the fee was dishonored when presented by the state for payment.
However, under the circumstances described above, the secretarial assistant of state may take action to revoke the registration of the foreign entity when the entity fails to take activity to correct the deficiency inside xv days from the appointment discover of the deficiency was mailed to the entity.

Whatever notice sent past the secretary of state will be sent to the foreign entity's registered office accost or primary place of concern as shown on the records of the secretary of state. For this reason, it is important to maintain current registered agent and registered office information.

A foreign nonprofit corporation or a strange express partnership also may have its registration revoked nether other provisions of the BOC, which subject these entities to periodic reporting requirements.
If a foreign nonprofit corporation or foreign LP has had its registration revoked for its failure to file a Periodic Report, how and when tin it be reinstated?

To reinstate its registration, a strange nonprofit corporation or LP must file the required report (See Form 802, Word, PDF) for nonprofit corporations; Class 804 (Discussion, PDF for LPs), pay the appropriate filing fee and late fee, and pay all taxes, penalties and interest due (if applicable). LPs must attach to the periodic report a tax clearance letter from the Texas Comptroller of Public Accounts stating that the entity has satisfied all of its franchise tax obligations and is eligible for reinstatement. At that place is no fourth dimension limit for when the foreign nonprofit corporation or LP tin reinstate its registration
If a strange entity is forfeited for failure to file franchise tax returns and/or pay franchise taxes, is at that place a fourth dimension-limit for reinstatement?

No. When a foreign entity fails to file franchise tax reports and/or pay franchise taxes, the secretarial assistant of state is authorized nether the Texas Tax Code to forfeit its registration to transact business. An entity forfeited nether the Tax Code can reinstate at whatsoever fourth dimension (so long as the entity would otherwise continue to exist) by (1) filing all required franchise revenue enhancement reports, (2) paying all franchise taxes, penalties, and interest, and (3) filing an application for reinstatement (Form 801 Word, PDF), accompanied by a revenue enhancement clearance letter from the Texas Comptroller of Public Accounts stating that the entity has satisfied all of its franchise tax obligations and is eligible for reinstatement.

If a foreign entity'south registration is revoked for non-tax reasons, is in that location a deadline for reinstatement?

Peradventure. The timeframe for reinstating later a revocation for not-tax reasons varies depending on the type of entity and the reason for the revocation.

	Nonprofit corporations	Limited partnerships	All other foreign entities
Foreign entity whose registration has been revoked	No time limit if the entity's registration was revoked for declining to file a periodic report; otherwise, 36 months from the date of revocation.	No time limit if the entity's registration was revoked for failing to file a periodic report; otherwise, 36 months from the date of revocation.	36 months