Registering a Foreign LLP in Texas: Form 307, Renewals and the Registered Agent

Most foreign entities register once and stay registered. A foreign limited liability partnership does not. Under Texas law its registration is effective until the first anniversary of the registration date unless it is withdrawn, revoked or renewed (Business Organizations Code section 152.905). Two parts of the code work together here: chapter 9 sets the general rule that a foreign entity registers before transacting business, and subchapter K of chapter 152 adds the rules specific to LLPs.

Texas calls the act registration. Form 307 is the registration application for a foreign LLP, and the same form serves a foreign limited liability limited partnership. An LLLP must additionally register as a limited partnership on Form 306.

Registration does not create a new partnership. It records your existing LLP in the Secretary of State's files, shows how many general partners are in Texas, and names the agent who receives legal papers for the partnership in the state.

The statute gives no definition of transacting business. Office guidance says an entity generally counts if it keeps a Texas office or Texas staff, or carries out one of its stated purposes in the state. The Secretary of State declines to give legal opinions on particular facts.

Section 152.903 provides that an LLP is not transacting business in Texas merely because it carries on any activity from the section 9.251 list. That list includes:

• Handling a lawsuit, an administrative proceeding or an arbitration, including a settlement
• Meetings of the partners and other internal affairs
• Keeping a bank account
• Selling through an independent contractor
• Interstate commerce
• A one-off transaction wrapped up in 30 days or fewer, with no run of similar transactions behind it
• Holding property, real or personal, with nothing more

Section 9.252 adds that the list is not exhaustive. A partnership with a Texas office, partners or staff working here, or a regular course of service in the state is within the Secretary of State's test. An LLP that only holds a bank account or settles a dispute here is outside it. For anything in between, a Texas attorney can read the facts against the statute.

Form 307 does not print a flat fee. The fee schedule and the form's instructions set it at $200 for each general partner in Texas, never less than $200, and never more than the flat fee Texas charges a foreign corporation or limited partnership. A partnership with one Texas partner pays $200, one with three pays $600, and a larger group pays the capped amount.

The count matters, so the instructions define it. A partner is in Texas if the partner lives in the state, is domiciled or located here, is licensed or authorized to perform the partnership's services in Texas, or will be providing services or transacting the partnership's business in Texas for more than 30 days. Where a limited partnership registers as an LLP, only the general partners are counted. Item 6 of the form states the number.

Submitting the application

Filing is through SOSPortal, which replaced SOSDirect and SOSUpload at the end of September 2026. Payment there is by ACH or card, with a card surcharge of 25 cents plus 2.25%. You can also mail it in with a check or money order. A partnership that has already operated in Texas beyond 90 days pays a late filing fee too, charged at the registration amount for every year of delinquency, counting a fraction of a year as a whole one.

What the form asks for

• The partnership's full name from its home-state record, with the phrase limited liability partnership or an abbreviation added for Texas if it is missing
• Its federal EIN, or a statement that none has been issued yet
• The jurisdiction and the date of its initial registration as an LLP there
• The number of general partners in Texas
• The date business in Texas began or will begin, and a brief description of that business
• The principal office, and the Texas registered agent and registered office

A majority-in-interest of the partners must sign, or a partner whom that majority authorized. Signing is done under penalty of perjury, and it confirms that the agent agreed to serve.

No. Item 5 of Form 307 is the partnership's own statement, made by the signer, that on the date of filing it currently exists as a valid limited liability partnership under the law of its home jurisdiction. The instructions explain that item as a statement and ask for nothing to be attached. The statute's application requirements likewise call only for the statement.

You will not be getting a good standing or existence certificate for this filing, and no age limit applies. Keep the registration date, the home-state name and the EIN handy when you fill the form out.

The partnership's name must satisfy its home state and must carry a recognized term: limited liability partnership or an abbreviation of that phrase, and for an LLLP, limited liability limited partnership or an accepted variation. If the legal name lacks the phrase, item 2 lets you add it for use in Texas, and the instructions say a Form 503 assumed name certificate must also go to the Secretary of State.

Section 152.904 applies the ordinary agent rules to a foreign LLP, so the partnership needs a Texas agent plus a Texas office, maintained continuously. The agent is either an individual who resides in Texas or an organization registered or authorized here, and it cannot be the partnership itself. Naming an agent affirms that the agent consented.

The office is a Texas street address where process can be delivered to the agent in person. A mail drop or phone answering service by itself is not enough. If an organization is the agent, an employee must be present during normal business hours. Replacing the agent or office later means a Form 401 statement for $15, and leaving the registration without either can lead to revocation.

Renewal

Because the registration expires after a year, renewal is the filing that recurs. Form 308 continues the registration for one more year past its expiration date. It cannot go in earlier than 90 days before expiration, and one submitted after expiration will not be accepted: the partnership must start over with a new Form 307. The renewal fee uses the same formula, $200 per general partner in Texas with the same minimum and cap, and the same majority-in-interest signature rule applies.

Amendments

A change in the number of partners in Texas does not affect an existing registration (section 152.905(d)). To add partners, an amendment on Form 407 costs $10 plus $200 for each partner added, subject to the cap.

Taxes and withdrawal

The instructions say limited liability partnerships are subject to the state franchise tax and send you to the Comptroller of Public Accounts for details. When an LLP stops doing business in Texas, Form 609 withdraws the registration for $15, and the statute requires a Comptroller certificate showing taxes paid to go in with it.

Section 152.910 puts an unregistered foreign LLP under the same rules that apply to any foreign entity in chapter 9.

• It cannot maintain a lawsuit in a Texas court over a claim from its Texas activity until it is registered.
• Past the 90 day mark, a late filing fee builds up for every calendar year or part of one, matching the registration fee that applies to the partnership.
• The attorney general can seek the back fees and taxes, with penalties and interest, and can ask a court to bar the partnership from doing business.

Contracts remain valid and the partnership can defend itself in court. The statute also protects the partners individually: a partner is not liable for a partnership obligation solely because the partnership transacted business in Texas without being registered. The word solely matters, because that protection covers only the effect of the missed registration and nothing else.

Mainstay Filing's checkout does not register LLPs, so for a foreign LLP the product is the registered agent. The price is $149 a year, flat, and renewal costs the same. The Texas address goes on the application and into the public record. Service of process on the partnership is scanned and placed in your account on the day it arrives, at no charge, and the first three government letters each year get the same treatment.

Where the LLP already has another agent on file, Mainstay Filing files the change of agent and passes the state's change fee through at cost. Form 307, each renewal and the per-partner count are handled by the partnership or its attorney. Mainstay Filing's agent is a company, and Texas allows an organization to serve. Start from the Texas registered agent page.

Mainstay Filing is not a law firm, so questions about partner liability belong with a lawyer.