Register a Texas Foreign LLC

A Texas foreign LLC refers to an LLC that was originally formed in another state or jurisdiction and is also registered to transact business in Texas.  So if you originally formed an LLC in Indiana and want to do business in Texas, you will need to register your business as a foreign LLC in order to legally transact business in Texas.

The Texas state statutes don’t define what qualifies as transacting business in Texas, but it is better to err on the side of caution. If you’re planning on paying employees, leasing property, or offering products/services under your LLC 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.

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.

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 LLC to transact business here. The process we outline above in our how-to guide for registering your Texas foreign LLC covers the foreign qualification process.

Nope! Texas does not require foreign LLCs to submit a Certificate of Existence (also known as a Certificate of Good Standing), which is a document you would typically obtain from the state in which you originally formed your LLC. Most US states require this document, but Texas is one of the few states that does not require a Certificate of Existence.

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).

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.

Nope! Texas is among the few states that does not impose annual fees. However, certain entities are subject to an annual franchise tax depending on a variety of factors, chief among them your LLC’s revenue and nature of business.

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 LLC 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.