Foreign LLC Registration in Texas (Form 304)

Texas law says a foreign entity must register before it transacts business in the state (Business Organizations Code § 9.001), but it never defines "transacting business." What it does instead is list sixteen activities that do not count, in § 9.251, and the Secretary of State adds a rule of thumb: an office or an employee in Texas, or otherwise carrying out the company's purposes here, usually counts.

The list that does not count is worth reading before you spend money. Holding meetings of your members or managers in Texas does not trigger registration, and neither does keeping a bank account here, selling through an independent contractor, borrowing or lending, or defending a lawsuit. Owning property in the state "without more" is also on the list, as is a one-off transaction completed within 30 days that is not part of a run of similar deals. Interstate commerce is exempt too.

The list is not exclusive (§ 9.252), so an activity missing from it is not automatically a trigger either. If your Texas footprint is borderline, ask a Texas attorney. If you have a Texas office, staff, or regular operations, plan on registering.

A foreign LLC registers by filing Form 304, the Application for Registration of a Foreign Limited Liability Company, with the Secretary of State. Texas calls it registration; older material says "certificate of authority." A foreign series LLC uses Form 313 instead, and a foreign corporation uses Form 301.

The Secretary of State's fee is $750 for the LLC, the same online or by mail. Filing it yourself through SOSPortal, which replaced SOSDirect and SOSUpload on September 29, 2026, adds a convenience fee of 25 cents plus 2.25% if you pay by card. No official page gives a standard processing time.

Form 304 asks for your legal name, your federal EIN (or a note that it is not available yet), your home state and formation date, the purpose of the company, the date it began or will begin transacting business in Texas, the principal office, your Texas registered agent, and the name and address of each governing person. The filing is public, so use a business address rather than a home address for anything you want kept private.

Our checkout charges $199 for the work and passes through the $767.13 filing fee, with a $50 expedited-processing line added for Texas. That makes $1,016.13 today.

Texas does not ask for a certificate of good standing from your home state. Item 5 of Form 304 is a self-certification that the LLC currently exists as a valid LLC under the laws of its home state, and nothing is attached. If another state's guide told you to order one for Texas, you can skip that step here.

The name has to carry "limited liability company," "limited company," or an abbreviation such as LLC, and it must not be the same as or deceptively similar to a name already on file. If yours is unavailable, the form lets you register under an assumed name and file an assumed name certificate (Form 503, $25). If your name has no designator, Texas lets you add one for use in the state.

Every foreign entity needs a registered agent and a registered office in Texas (§ 5.201). The agent is either a Texas resident or an organization registered here, and it cannot be the company itself. The office must be a Texas street address where papers can be handed over in person; a mailbox service or answering service alone does not qualify.

An unregistered foreign LLC cannot bring a lawsuit in a Texas court over business it did here until it registers (§ 9.051). Your contracts stay valid, you can still defend a suit, and your members do not become personally liable just because the paperwork is missing.

The money consequences come from timing. Texas gives every foreign entity a 90-day grace period. After that, the late filing fee under § 9.054 is the registration fee multiplied by the number of calendar years, counting a partial year as a full one. Start operating in early 2025 and register in late 2026, and that is two calendar years: $1,500 in late fees on top of the filing fee itself.

The attorney general can also sue for the fees and taxes you would have owed had you registered on time, plus penalties and interest (§ 9.052), and can ask a court to enjoin the company from transacting business in Texas. Registering inside the 90 days avoids the late fee entirely.

Texas does not require a foreign LLC to file an annual report with the Secretary of State. The yearly filing goes to the Comptroller instead, due May 15: a franchise tax report, and a Public Information Report that every LLC with Texas nexus files. For the 2026 and 2027 reports, an entity at or below $2,650,000 in annualized revenue owes no franchise tax and files no tax report, but the Public Information Report is still due. A late report carries a $50 penalty, and the first one is due May 15 of the year after the company becomes subject to the tax.

Keep the agent and office current. The Secretary of State can revoke a registration when a company has no agent or office and does not fix it within 91 days of notice. A change of agent is Form 401 at $15, and an amendment after a name or business change is $150 and due within 91 days of the change.

If you leave Texas later, withdrawal is Form 608, a $15 filing that needs a certificate of account status from the Comptroller attached. Other state tax registrations can apply depending on what the business does.

You give us the home-state details and answer the checkout's questions, and we prepare Form 304 and file it with the Secretary of State. Your Texas registered agent is included free for the first year, so there is nothing to line up separately, and it renews at $149 a year after that. Our address becomes the registered office on the public record, and anything served on your company is scanned and uploaded the same business day at no fee.

The price on this page covers the registration and the first year of the agent. It does not include preparing your Public Information Report or franchise tax report each May; those stay with you or your accountant. A corporation registering through Form 301 pays the same $767.13 filing fee, with a $50 expedited-processing line, for a total of $1,016.13 today.