Register a Foreign Corporation in Texas
To incorporate in Texas, you really only have two broad steps to complete: (1) appoint a Texas registered agent with a Texas street address, and (2) submit an Application for Registration of a Foreign For-Profit Corporation (Form 301) to the Texas Secretary of State (SOS). If everything goes smoothly, you should get a Certificate of Authority that allows you to lawfully transact business in Texas. But this is an application that will cost you a $750 state filing fee, and what you submit does end up in the public record. A mistake in trying to register your Texas foreign corporation can be costly.
Follow our guide to setting up a foreign corporation in Texas and you can DIY your foreign qualification process with the Secretary of State. Or you can hire us and let our local filings experts register your Texas foreign corporation quickly, securely, and most important of all, correctly.
How to Set Up a Foreign Corporation in Texas
If you’re going to set up a foreign corporation in Texas, then there are some key details you’ll want to look out for during the foreign qualification process. Below we’ll go over what to look out for when appointing a registered agent, what you’ll need to include in your Application for Registration, and all the other little details to starting and maintaining a foreign corporation in Texas.
Appoint a Texas Registered Agent
If you own a corporation located outside of Texas and you want to operate in Texas, you’ll need a Texas registered agent with a Texas street address. Your designated agent must be on hand at their registered address to receive legal documents during normal business hours. Unless you reside in the state of Texas, you cannot serve as your own Texas registered agent. For most Texas foreign corporations, the best option is to hire a professional Texas registered agent service.
Still looking for a Texas registered agent? Our local registered agent service is best for an out-of-state corporation because it includes a professional and permanent Texas business address to list on your public filings, free limited mail forwarding, and compliance tracking for your foreign corporation.
Complete Texas Application for Registration
Now that you’ve got the registered agent part covered, you’re ready to start the Texas application for registration process. If you’ve hired a professional service like ours to register your business, we take care of this for you.
Registering your Texas foreign corporation yourself? You’ll need to fill out Application for Registration (Form 301). Here’s what you will need to include and how to obtain the right information:
- Your corporation’s name. You can inquire about corporation name availability by contacting the Texas Secretary of State’s business and public filings clerks at (512)463-5555 or [email protected]. The quickest way to check if your corporate name is available in Texas is through the SOSDirect Web Portal ($1 state fee per search).
- Your corporation’s federal employer identification number (FEIN). If you do not have an FEIN for your business, make a note of it on your application.
- State and date in which you initially formed your corporation. You might find this information on your corporation’s initial articles of incorporation if you do not have this information handy.
- Your corporation principal business address. This should be the principal business address for the state in which your corporation was originally formed.
- Your Texas registered agent name and address. This is the part where having a registered agent with an actual street address in Texas is crucial. If you don’t reside in Texas, you will need someone to serve as your Texas registered agent and accept service of process on behalf of your business.
- Name and address of each individual on your board of directors. If privacy is a concern for you, it’s important to hire a registered agent that allows use of their permanent business address. That way, the business address goes on the public filings instead of each member’s personal home address.
- Name, date, and signature. You will need the name, date, and signature of a person authorized to sign on behalf of the business. This is typically a member, manager, or registered agent.
When you hire us to register your foreign corporation, you cover the registered agent requirement and we handle the filing for you, listing our information to keep yours off the public filing. Plus, as our client, you’ll have access to a secure online account that will include corporation compliance monitoring, critical business documents, and business services to help you manage and simplify your operation. All you have to do is fill out an order form and we take care of the rest!
Submit Your Texas Foreign Corporation Registration Documents
You can submit your Texas foreign corporation registration documents to the Secretary of State online, by mail, or in person. The cost to submit is $750 (plus a 2.7% credit card processing fee for online submissions). For paper submission, you will submit 2 copies of your Application for Registration and include a check or money order to the appropriate address listed below.
To submit by mail:
Secretary of State
PO Box 13697
Austin, TX 78711-3697
To submit in person:
James Earl Rudder Office Building
Austin, Texas 78701
To file online (e-file):
Corporations Online Filing Service (remember there is a 2.7% credit card processing fee)
Online filings are typically processed by the Texas Secretary of State in 2-3 business days, while paper applications can take up to 10 business days to process. Once the state reviews your application and officially completes the foreign qualification process, you will receive a Texas Certificate of Authority from the Corporations Division of the Texas SOS.
Congrats! You are now allowed to lawfully transact business in Texas.
Maintaining Your Texas Foreign Corporation
Now that your Texas foreign corporation is registered, you’ll have to maintain good standing with the Secretary of State. A couple of key things to keep in mind:
- Pay Texas annual franchise tax. Texas, unlike other states, does not require corporations to file annual reports. Instead, Texas corporations are required to file an annual franchise tax report. How much you pay in annual franchise tax depends on several factors, including your revenue, nature of your business, and so on. You can check out the Texas Comptroller’s website for more information.
- Obtain any required business licensing. As is the case in most states, you’ll need to review local requirements. Depending on your city government and the nature of the business you transact as a foreign corporation, you might have to apply for licenses. Luckily, the Texas Secretary of State website makes it easy to obtain any required licenses for your business.
- Get sales tax permit. If your corporation renders service to customers (or leases/sells tangible property), you’ll need to obtain a sales tax permit. You can apply for a sales tax permit from the Texas Comptroller of Public Accounts website. You’ll need your Texas foreign corporation’s file number, which will be listed on your approved application for registration. You can review the requirements at the Texas Comptroller’s sales tax requirements page.
We Make Texas Foreign Corporation Registration Quick and Simple
If you want a simple way to complete your foreign corporation registration, you can hire us to serve as your Texas registered agent and file your Certificate of Authority. Our Texas registered agent service is $35 a year and includes same-day scanning of any certified mail we receive for your business.
For the foreign qualification, we charge the state filing fees ($750 + $25 expediting), plus $100 to prepare and submit your foreign Texas Corporation Certificate of Authority form to the Corporations Division of the Texas Secretary of State. We also will find the forms needed from your corporation’s home state to make the filing. Another reason to have us handle your paperwork is that our Texas registered agent service comes with some great perks:
- A Texas Business Address
Our registered agent service comes with built-in privacy protection, in the form of a Texas business address to list on your state documents. When we prepare your Certificate of Authority, we’ll list the address of our Austin office for every member of your corporation, keeping everyone’s personal addresses out of the public record of Texas. If you need a unique business address, we have 2 comprehensive Texas mail forwarding options that include a unique suite number.
- Free Mail Forwarding
Our Texas registered agent service comes with FREE basic mail forwarding–3 non-legal mail scans to your account each year, at no additional cost. Just as when we receive legal mail for your business, we’ll upload any regular mail items we receive to your secure client account, the same day they arrive at our office. If you expect to receive more than 3 pieces of non-state mail for your business, we have two comprehensive Texas mail forwarding options, both of which include a unique suite number.
How Do I Sign Up?
If you want to submit the paperwork yourself:
Sign up for our Texas registered agent service and the foreign qualification form will be in your client account immediately. There are also some tips on how to submit your documents with the state. Your business needs to have a registered agent in Texas anyway, so we try to make the process simple and easy for you, whether you want us to do the filing or you want to send them to the Texas Secretary of State yourself.
If you want us to file for you:
Just click the “Hire Us” button above! Or if you already have a service with us, you can sign up inside your account. Just click the “Add services” tab in your account, and add our filing services for the state filing fees plus $100. Your account shows real time status of our work in progress. After we are done with your Texas foreign Corporation registration, we always store the filing to your client account, email you a copy, and send you the original filed documents by mail.
Texas Foreign Corporation FAQs
What is a Texas foreign corporation?
A Texas foreign corporation is basically an out-of-state business legally transacting business in Texas. So if you formed your corporation in another state or jurisdiction, you will need to register with the your business as a foreign corporation with the Secretary of State in order to lawfully transact business in Texas.
What qualifies as transacting business in Texas?
While the Texas state statutes don’t define what qualifies as transacting business in Texas, precedent suggests that if you’re planning on paying employees, leasing property, or offering products/services under your corporation in the state of Texas, the state will likely view that as transacting business.
If it helps, Texas does provide a clear list of what activities do NOT fall under the category of “transacting business,” including voting, investing, conducting an isolated transaction that ends within 30 days and is not repeated, and so on. You can review a complete list of what activities do not count as transacting business under subchapter F of Texas state statute TX Bus Orgs § 9.251.
What is a Texas Certificate of Authority?
A Texas Certificate of Authority is a document issued by the Texas Secretary of State certifying that a foreign business entity may “transact business” in Texas. Also known as a “certificate of registration,” this is is a required document for foreign entities doing business in Texas.
What are the Texas foreign qualification requirements?
There are two main requirements to obtain Texas foreign qualification: appoint a registered agent and file your Application of Registration (Form 304). In Texas business, a foreign qualification basically refers to the process of securing a Texas certificate of authority, which allows your foreign corporation to transact business here. The process we outline above in our how-to guide for registering your Texas foreign corporation covers the foreign qualification process.
Do I need to submit a Certificate of Existence?
You do not need to submit a Certificate of Existence to register your Texas foreign corporation. Also known as a Certificate of Good Standing, a Certificate of Existence is a document you would typically get from the state in which you originally formed your corporation. Other states do requires this form, but Texas is among the few that does not have this additional requirement.
How much does it cost to file the Application for Registration in Texas?
The Texas state filing fee is $750. This fee is due at the time of filing, and if you are filing online, there is a 2.7% credit card processing fee (bringing the total to $770.25).
How long does it take to process the Texas Application for Registration?
It typically takes about 2-3 business days for the Texas Secretary of State to process online filings, which is the quickest method. Mailed-in filings can take 5-10 business days.
How much is the Texas Franchise Tax?
Texas is a favorite for business owners because it requires less bureaucracy and less taxes than most states. To an extent, though. There is something called a “Texas Franchise Tax” that applies to for-profit businesses grossing over $1,230,000 in annual revenue.
So, the good news is that if you’re under that threshold, you do not pay the franchise tax and you only have to file a no-tax-due report yearly by May 15. Whether you pay the franchise tax or not, you will end up filing a tax report, and what you’ll need to include in that tax report is a Public Information Report (no filing fee). That just basically let’s the state know that your corporation is still active. If you are over that threshold, how much you pay in taxes depends on a lot of factors that you can learn more about through the Texas Comptroller’s Texas Franchise Tax page.