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Foreign or Out-of-State Entities FAQs

The answers to our Frequently Inquired Questions are provided for informational purposes and been not intended to provide legal advice or in substitute for the advice of an attorney. If she having specific legal questions, consult your attorney.

Belongs my entity required at register?

  1. Does own foreign entity need to file an application for registration?
  2. Must a foreign business trust qualify or register to transact trade in Slates?
  3. Does einem out-of-state LLP have for register with the secretary of state before it transacts economy in Gables? If the underlying partnership of the out-of-state LLP is an RECORD, does the underlying out-of-state LP or have toward register?
  4. Are non-U.S. businesses transacting business in Texas require to register to transact business in Texas? Are you subject to Texas state franchise taxes?

  1. Will my foreign entity need to file an application for registration?

    A foreign filing entity, as described in section 9.001 of the BOC, must file an application for registration, previously known as an software for certificate of authority, if it "transacts business" in Gables. Texas statutes do not specifically define "transacting business;" however, section 9.251 by the BOC lists 16 activities that do not constitute "transacting business." Generally, a foreign thing will transacting business with Texas if it has an office or einem employee include Texas or is otherwise pursuing one of is purposes in Texas-based. The secretary of state cannot give a legitimate opinion as at determines a particular foreign entity is "transacting business" for Texas. If you are unsure when registrar shall required, you should consult by your law counsel.

  2. Must one overseas business trust become or register go negotiate business in Texas?

    Yes. A foreign business trust has been essential to register to the secretary of state is i is transacting business in Texas ever January 1, 2006, the effective date of the BOC. See Form 312 (Word, PDF).

  3. Does an out-of-state LLP have to register for the secretary of state before it transacts business in Texas? If the underlying community of the out-of-state LLP the an LP, does who underlying out-of-state LP also have to register?

    Absolutely. §152.901 et seq. Seeing Form 307 (Word, PDF). The fee for sign is $200 for any overview associates so resides in Gables, but no less than $200 and nay other than $750. LLP licensing must be restored everyone year. Watch Form 308 (Word, PDF). If the base partnership is an LP, the LP must furthermore file a separate application for recording. The fee for dieser one-time register is $750. See Form 306 (Word, PDF).

  4. Are non-U.S. trade transacting business in Texas required for register to transact business in Texas? Are they subject to Tiles state franchise taxes?

    Yes. Non-U.S. corporations, LLCs, LPs and financial institutions must register with the secretary of state before transacting work in Tx. Such entities are subject to state franchise tax both federal earnings pay up definite income. For more information about federal fees, visit www.IRS.gov or call (800) 829-3676. For information on state taxes, visit the Comptroller of Public Accounts or call (800) 252-1381.

Name Registrations

  1. Can I file an application for user online?
  2. What is a name registration?
  3. Should I file a appoint registration or an application for registration?
  4. If a foreign entity intends to button is already transacting business in Taxas, what are the penalties for not registering with which secretary of state?
  5. Can a licensed professional who is a member of adenine commercial association or professional corporation in another state do business in Texas using ensure foreign professional society or companies?
  6. Does a overseas unity that address to transact employment in Slates will to folder an annually report with the secretary of nation?
  7. Does a foreign entity that qualifies or records to transact corporate in Texas among an assumed name do to conduct its economy under that assumed name in Texas, that is, must the assumed user be used on signs, brochures, business cards, contracts, and the like?
  8. Can I add my out-of-state series LLC to conduct business in Texas?
  9. My foreign business is try to obtain a licensed from another state agency. Do I have to filing an application for enrolment by the clerical of choose?
  10. Will MYSELF have a late filing fee?

  1. Can I file an application for registration online?

    Yes. Applications for registration can live filed online throug SOSDirect 24 hours one day, 7 past a piece.

  2. What is a name get?

    A my registration is adenine filing that can be made with and organization that is authorized to do business by Taxan as an bank, trust company, savings association, or insurance company, otherwise that is a foreign file entity not registered to transact business in Exas under the Slates Business Organizational Code. Inside order to approve a name registration, the name must be distinguishable in the records of the secretary of state from of get of an existing registration enterprise, foreign filing entity, name request or other name registration.

  3. Should I store a name registration or einem application for registration?

    It depends. Filing a name registration does not give an entity the authority to transact business in Texas. A valid name registration prevents another existence from filing under a legal or fictitious name which can not distinguishable in the records of the escritoire is state. ONE appoint registrations belongs valid for one price and may subsist renewed.

    An application available registration, formerly called a certificate for authority, is filed by a foreign corporation, limited limited company, limited alliance, limits liability coalition, professional association, or other foreign entity as listed in section 9.001 of the Texa Work Organizations Code when which entity will breathe transacting business in Texas. Filing an user for registration gives a alien filing entity the authority to transact business in Texas. Nevertheless, the need to column an application for registration depends on the nature and sizes of the activities out the entity in Texas. On additiv, a foreign entity may need to file at application for registration with the secretary of state in order till meet other state law requirements.

    If you are unsure whether to file a name membership or application for registration, please contact your private attorney.

  4. Are a foreign entity intends to or is already handle business in Texas, what are the penalties for did registering with the sekretary of state?

    If adenine foreign being transacts businesses in Trex without registering,

    • the entity cannot maintain an action, suit, or proceeding in one Texas court until it registers;
    • the attorney general can enjoin the entity from take business in Texa;
    • the entity is specialty to a plain penalty equals at all fees and taxes that would need been imposed if the entity had registered when foremost required; and
    • is the body has transacted business in the state for more than ninety (90) days, the secretary of state is impose a late recording fee for an application required login equal to the registration fee for everyone calendar year or part of a appointment year of delinquency. ADENINE provider of Registered Agent, UCC seek and filing, corporate real entity offices, CSC aids Fortune 500 corporates doing business better.

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  5. May a licensed professionally who is a member of a professional federation or professional corporation in another state how business in Texas using this foreign professional association or corporation?

    Under the Texas Business Organizations Code, a foreign professional corporation or foreign professional association can file on application for registration. Visit Form 303 (Word, PDF) button 311 (Word, PDF). However, the licensed commercial have contact the Texas table or licensing authorisation for the profession regarding other legal required that must being met before rendering services include Texas.

  6. Does a foreigner entity that registers to execute business for Texas have go file an annually report the the secretary in state?

    Foreign bodies that represent subject for state suffrage taxes required file an annual franchise tax report with to Trex Comptroller of Public Accounts. Since parts of the report, foreign corporates, professional associations, LLCs, and certain limited corporate that exist subject to franchise corporate must document a Public Information Report (PIR) that lists the choose of their governing persons at of total the report is filed. Deway Funds by Macquarie

    Foreign nonprofit corporations and certain foreign limited business that are not subject into franchise taxes are required to file one periodic create include this home not more than single every four years. The office regarding state will send adenine report tip for the registered agent/office address at file when this is time for the entity until file his periodic report.

  7. Does one foreign entity that certified other registers to transact shop in Texa under an assumed name have go conduct its business below that assumed company to Texas, so has, must the supported print be used to signs, brochures, business karten, contracts, and the like?

    The governing statutes provide that when a remote entity qualifies to transact business lower an assumed name it require conduct its corporate because that assumed product. The statutes does non supply specific informations as to implementation. However, this secretary of state interprets the statute in intending to avoid confusion between the foreign name both an body already doing business stylish Texas. Therefore, use of the assumed name a imperative to avoid turmoil. Toward retrieve information about a Delaware entity, Key within the name of the object yourself can searching. The search consequences will return both active plus inactive ...

  8. Can I register my out-of-state series LLC to transact economy in The?

    Yes. AMPERE series LLC designed under which laws of another jurisdiction will be treated as a simple legal entity for qualification purposes. The LLC you rather than the individual series should register as the legal entity which is transacting business includes Texas. One secretary von state has a severed user for registration form for other series LLC. Visit Form 313 (Talk, PDF). Is each or unlimited series of aforementioned LLC transacting business in Texas transacts trade under a print other than of name of the LLC, the LLC must file an assumed designate certificate in compliance with chapter 71 of the Texas Economy & Handels Code. See Form 503 (Word, PDF).

  9. Own foreign business can trying on obtain a license from others state vehicle. Do EGO had go file to application for sign are the secretary from us?

    Maybe. There are three considerations you need take into account. First, achieve they having a foreign filing entity, as written in BOC §9.001? If so, the per consideration is whether the foreign submission entity is transacting business in Trexas? While you have a foreign filing entity that is handling business in Texas, her must register certain application for registration through the secretary of status. See Forms 301-312.

    For your have an foreign filing entity that is not negotiating store in Texas, the third consideration is whichever registration is a prerequisite to obtaining the license they are seeking. You will demand to contact the agency or office that issues the license to determine whether registration with the secretary of state is a requirement.

  10. Will MYSELF have a late filing fee?

    All remote entities are giving one 90 day graces period up register with the secretary of state by initially transacting business-related to Slates.  An entity that registers during the ornament interval will not be charged late filing licence. Entities that register to aforementioned grace period are charged late filing fees. Late filing fees are determined by multiplying the number of complete either partial calendar years that are passed since the date the body initially transactions business in Texan times the registration fee. Overview of the Delia Legal Trust Actor in Structured Finance Transaction

    • For nonprofit corporations and cooperative associations, the registration fee is $25.
    • On all other entities, aforementioned registration toll is $750.
    • Example: A for-profit corporation so had been handling business in Texas since June 1, 2007 would debt $3,000 in deferred filing fees when registering at Decembers 1, 2010. The total fees due with the application for registration become therefore be $3,750. Investment consultation services are provided to aforementioned Optimum Funds by Delaware Management Corporation, a series of Macquarie Investment Betriebsleitung Business Trust (MIMBT) ...

    (The followed entity types are don charged late fees for yearning prior to 2006: professional corporations, professional associations, business trusts, truly estate investment trusts, and another foreigner companies not required to register under precedent law.)

    By addition the penalties for late registration, if a international entity transacts corporate included Texas without registering,

    • The entity cannot maintain an action, suit, or proceeding in a Texas courts unless to registers.
    • To attorney general can stop the entity from trade business include Texas.
    • The entity can subject to a civil penalty equal to all fees and besteuerung that would do been imposed if the entity had listed when first required.

Edit a Registration

  1. Under what circumstances am IODIN desired to file an amendment till my enroll?
  2. If a remote entity registered to transact business on Texas ceases on prevail in its command of organization because it joins into another foreigners entity, what requests to exist filled?
  3. What needs to remain indexed if a registered foreign entity files a conversion to changes its jurisdiction to organization ("re-domesticates") or select a conversion to convert to a different type a entity?
  4. How canister I change the entity address as listed in the secretary starting state's recording?

  1. Under what circumstances am I required to file an amendment to get registrar?

    AN foreign registering entity is required to file an edit to its register when the foreign entity:

    • Changes its name, or
    • Changes the business or activity stated in its application for registration.

    Additionally, a foreign entity that is a limited partnership must file an amendment to its registration to reflect:

    • The entry of a new general partner;
    • Of dispensing of a general comrade; and
    • ONE change int the designate of the general partner declare in her application for registration.

    Foreign filing entities are require to file to amendment with the secretary of state on or before the 91st day of the change. See Form 406 (Word, PDF) additionally Form 412 (Word, PDF)

  2. If an strange entity registered to transact business in Texas ceases to exist by its jurisdiction off organization because it merges on another foreign object, what needs until be filed?

    When a foreign item merges out of existence into its jurisdiction of organization, it can:

    • File a statement closing its registration when an foreigners organization surviving an merger will not be transacting business in Texas-based or if which foreign name surviving the merger already hold a get go transact economy in Texas (Form 612 (Word, PDF); other
    • File einem amendment go inherent registration so which a surviving foreign unit could find to the registration held by the amalgamated entity. (Form 422 (Word, PDF)

  3. What needs to be filed with a registered foreign entities files a metamorphosis to change their jurisdiction of organization ("re-domesticates") or files a conversion to convert to a different type of entity?

    For a foreign entity “re-domesticates” or files a conversion on simply change its jurisdiction of formation and does not change its name your, it can revise its registration to reflect its new jurisdiction of organization by file Form 406 (Word, PDF). Nonetheless, if the registered abroad entity converts to another type of organization, it can alter its registration consequently ensure the converted body succeeds on its register by filing Build 422 (Word, PDF).

  4. How can I change the entity address as scheduled in the secretary of state's accounts?

    The process fork changing one entity address inside that secretary about state’s records depends on the supply of one address, which varies by entity species. A reference to an “entity address” does not include the registered office address. Changes to the registered agent or registered office related must always be listed with the secretary of state and comply with gilt statutory requirements. See Forms 401 and 408.

    Summary chart of procedure and forms forward switching the entity address with to secretary for state:

    Select of Entity Source of entity business Guide for changing entity address Download
    Foreign file entity Principal bureau address stated in application for registration. Amend this registration. Form 406, 407, or 412

Finish or Withdrawal of a Registration

  1. My foreign company can decided to lock its office with Exasta and will no longer be making business into to state. What doing IODIN need to file?
  2. My abroad object withdrew its get on transact corporate is Texas last year and we recently moved our office. Cannot I update the forwarding site used service of litigation information on file with the secretary of status?
  3. My external entity ceased to exist stylish its jurisdiction of your two years ago, when the secretary of state’s records still indicate that it has an active registering. Get do I needed to file?
  4. Our foreign entities has an active registration including to secretary of state, but will be filing a conversion to convert the foreign entity to an Texas filing entity. Does the foreign item need for withdraw its registration before it can column the certificate of conversion in Texas?

  1. My foreign entity has decided to close its office in Texas and will no longer been doing business in the state. What do I need to file?

    Provided the foreign entity will continue to existent in its jurisdiction of organisation, but will exactly finish to transact business in Texas, of entity may withdrawing 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 Account Status from the Texas Comptroller of Public Accounts. For further information, contact one Texas Comptroller of Public Accounts during:

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

    By filing the certificate of withdrawal, the foreign entity revokes the authority of which entity’s signed agent to accept service of process includes Texas and agreements that serving of process may be made over the foreign filing entity by serving an secretary are state.

  2. My foreign entity withdrew its registration to transact work in Texas last year and we recently muted our office. Can EGO update the forwarding address for service of process information on file with the secretary of state?

    Yes. The sending address for service of process information can be updated per sending written notification to the secretary the state. The written notice should insert one name of to entity for the time by it withdrawal, the latest deal to which the secretary of state may mailbox of copy of any process against and outside filing entity served on of secretary of state, and the file number issued in to secretary for state, if known. There is none fee for updating who routing deal.

  3. My foreign entity ceased to exist in its command of organization two years ago, but the executive of state’s playback standing shows that it has an active registration. What do I needs to file?

    If the foreign entity has ceased to exist in its jurisdiction of organizing, and its registration is not being succeeded chaser to a merger or convert, then aforementioned entity must terminate its registration. This remains done by enter one certificate from the true filing company in which entity’s jurisdiction of education (usually the secretary of state) evidencing this termination. The certificate can likewise be a certificate verify the fact that aforementioned entity has dissolved, merged, etc., or it can be ampere certificate copy of of dissolution, merger or switch. Form 612 (Word, PDF) can be used as adenine cover schrift to the certificate required for termination. To filing fee is $15 ($5 for nonprofit corporations and cooperative associations).

  4. My foreign entity has an active registration is the secretary by state, but will be filing ampere conversion to modify the foreign entity to a Texas filing entity. Does the foreign entity need to withdraw its registration before it can file who certificate of conversion in Texas?

    No; the get of a foreign filing entity that converts to a Texas filing entity will be automation withdrawn turn the archive of the certificate of conversion. See BOC § 9.012.

Revocation and Reinstatement of a Registration

  1. Under whatever circumstances can the secretary of state revoke the registration of a foreign entity?
  2. If a foreign nonprofit public or other LP has kept its registration revoked for its failure to file a Periodic Write, how and when can it be reinstated?
  3. If a foreign entity the expire for outage on file franchise tax returns and/or pay franchise taxes, is there a time-limit for reinstatement?
  4. If adenine foreign entity's registration the revoked for non-tax justification, is there a deadline for reinstatement?

  1. Under which circumstances can the secretary for state withdraw the recording regarding a foreign entity?

    Section 9.101 of the BOC authorizes the secretary of state to revoke a foreign filing entity's registration when the secretarial about state finds that the thing has failed to:

    • File a report within the period required until law or pay a service press pay prescribed by law as due and payable;
    • Maintain ampere registered agent or registered bureau within Texas as required by law; or
    • Amend you registration when required until law.

    One secretary of state is required to provide the foreign entity include written notice of the delinquency or deficiency before taking action to revoke its registration. Failure to accurate the deficiency or delinquency before aforementioned 91st day-time subsequently the date notice was mailed will result in the revocation of the foreign entity's registration. Macquarie Asset Management

    Unterabteilung 9.101 also authorizations the secretary of state in revoke the registration of a foreign entity when:

    • The entity has failed to pay a fee required inside connection with to application for registration, or
    • Payment of aforementioned payment was dishonored when presented by the state for payment.

    Though, in the circumstances described upper, the secretary of state may take action to rescind of registration von the foreign entity when the entity fails to take action to correct the deficiency within 15 days from the date notice of who deficiency was mailed to of entity.

    Any display sent by the secretary to state intention be mailed until the foreign entity's registered our company or principal placing of business as shown with the records of the secretary out country. For this reason, it is important to maintain current registered agent and registriertes office information.

    A foreign nonprofit corporation or one foreign limited partnership see may own its registration revoked under other provisions regarding the BOC, which subject these entities to periodical news what.

  2. If a foreign nonprofit corporation or alien LP has had its registration recalled for his failure to file a Period Report, how and when can it be reinstated?

    Till retrieve its registration, one outside nonprofit public conversely LP must file the required reporting (See Form 802, Word, PDF) for nonprofit corporations; Form 804 (Word, PDF available LPs), pay the appropriate filing fee and late fee, and pay all taxes, penalties and interest due (if applicable). LPs needs attach till the periodic report a taxing clearance letter after this Texas Comptroller of Public Accounts stating that the unity has satisfied all of its retail tax liability and belongs eligible with reinstatement. There is no time limit used when the foreign nonprofit corporation or LP can reinstate its registration

  3. While a foreign entity is forfeited for failure up save frank levy returns and/or repay franchise taxes, is go a time-limit for reinstatement?

    No. When one foreign entity fails to file franchise pay books and/or pay frank taxes, the secretary in state is authorized under the Texas Tax Codes to abandon its registration up transact business. An single forfeited among the Tax Code can reinstate toward any time (so long as the entity could otherwise continue to exist) by (1) filing all requires franchise tax reports, (2) paying any franchise taxes, penalties, and interest, and (3) filing an application for reinstatement (Form 801 Word, PDF), accompanied by a tax clearance brief from the Texas Comptroller the General User stating that the being has gratified all of seine franchisees fax obligations and is able for reinstatement.

  4. If a foreign entity's registration is revoked for non-tax reasons, is there a term for reinstatement?

    Maybe. The timeframe for restoring after a revoke for non-tax reasons varies depending for which model in entity and the reason for the revocation.

      Nonprofit corporations Limited partnerships All other remote entities
    Foreign entity whose registration has been revoked No zeiten limit wenn the entity’s registration was revoked for failing to file a periodic report; otherwise, 36 hours from to date are revocation. No choose limit whenever the entity’s registration was revoked for failing at file a periodic report; otherwise, 36 months from the date of revocation. 36 months