Foreign or Out-of-State Entities FAQs

The answers to our Frequently Asked Questions are provided for informational purposes and are not intended to provide legal advice or to substitute for the advice of an attorney. If you have specific legal questions, consult your attorney.

• Is my entity required to register?
• Name Registrations
• Amending a Registration
• Termination or Withdrawal of a Registration
• Revocation and Reinstatement of a Registration

Is my entity required to register?

1. Does my foreign entity need to file an application for registration?
2. Must a foreign business trust qualify or register to transact business in Texas?
3. Does an out-of-state LLP have to register with the secretary of state before it transacts business in Texas? If the underlying partnership of the out-of-state LLP is an LP, does the underlying out-of-state LP also have to register?
4. Are non-U.S. businesses transacting business in Texas required to register to transact business in Texas? Are they subject to Texas state franchise taxes?

Does my foreign entity need to file an application for registration?

Must a foreign business trust qualify or register to transact business in Texas?

Does an out-of-state LLP have to register with the secretary of state before it transacts business in Texas? If the underlying partnership of the out-of-state LLP is an LP, does the underlying out-of-state LP also have to register?

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

Name Registrations

1. Can I file an application for registration online?
2. What is a name registration?
3. Should I file a name registration or an application for registration?
4. If a foreign entity intends to or is already transacting business in Texas, what are the penalties for not registering with the secretary of state?
5. Can a licensed professional who is a member of a professional association or professional corporation in another state do business in Texas using that foreign professional association or corporation?
6. Does a foreign entity that registers to transact business in Texas have to file an annual report with the secretary of state?
7. Does a foreign entity that qualifies or registers to transact business in Texas under an assumed name have to conduct its business under that assumed name in Texas, that is, must the assumed name be used on signs, brochures, business cards, contracts, and the like?
8. Can I register my out-of-state series LLC to transact business in Texas?
9. My foreign business is trying to obtain a license from another state agency. Do I have to file an application for registration with the secretary of state?
10. Will I have a late filing fee?

Can I file an application for registration online?

What is a name registration?

Should I file a name registration or an application for registration?

If a foreign entity intends to or is already transacting business in Texas, what are the penalties for not registering with the secretary of state?

• the entity cannot maintain an action, suit, or proceeding in a Texas court until it registers;
• the attorney general can enjoin the entity from transacting business in Texas;
• the entity is subject to a civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when first required; and
• if the entity has transacted business in the state for more than ninety (90) days, the secretary of state will impose a late filing fee for an application for registration equal to the registration fee for each calendar year or part of a calendar year of delinquency.

Can a licensed professional who is a member of a professional association or professional corporation in another state do business in Texas using that foreign professional association or corporation?

Does a foreign entity that registers to transact business in Texas have to file an annual report with the secretary of state?

Does a foreign entity that qualifies or registers to transact business in Texas under an assumed name have to conduct its business under that assumed name in Texas, that is, must the assumed name be used on signs, brochures, business cards, contracts, and the like?

Can I register my out-of-state series LLC to transact business in Texas?

My foreign business is trying to obtain a license from another state agency. Do I have to file an application for registration with the secretary of state?

Will I have a late filing fee?

• For nonprofit corporations and cooperative associations, the registration fee is $25.
• For all other entities, the registration fee is $750.
• Example: A for-profit corporation that has been transacting business in Texas since June 1, 2007 would owe $3,000 in late filing fees if registering on December 1, 2010. The total fees due with the application for registration would therefore be $3,750.

(The following entity types are not charged late fees for years prior to 2006: professional corporations, professional associations, business trusts, real estate investment trusts, and other foreign entities not required to register under prior law.)

In addition to penalties for late registration, if a foreign entity transacts business in Texas without registering,

• The entity cannot maintain an action, suit, or proceeding in a Texas court until it registers.
• The attorney general can enjoin the entity from transacting business in Texas.
• The entity is subject to a civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when first required.
  

Amending a Registration

1. Under what circumstances am I required to file an amendment to my registration?
2. If a foreign entity registered to transact business in Texas ceases to exist in its jurisdiction of organization because it merges into another foreign entity, what needs to be filed?
3. What needs to be filed if a registered foreign entity files a conversion to change its jurisdiction of organization ("re-domesticates") or files a conversion to convert to a different type of entity?
4. How can I change the entity address as listed in the secretary of state's records?

Under what circumstances am I required to file an amendment to my registration?

• 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 admission of a new general partner;
• The withdrawal of a general partner; and
• A change in the name of the general partner stated in its application for registration.

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

If a foreign entity registered to transact business in Texas ceases to exist in its jurisdiction of organization because it merges into another foreign entity, what needs to be filed?

• File a statement terminating its registration if the foreign entity surviving the merger will not be transacting business in Texas or if the foreign entity surviving the merger already holds a registration to transact business in Texas (Form 612 (Word, PDF); or
• File an amendment to its registration so that a surviving foreign entity may succeed to the registration held by the merged entity. (Form 422 (Word, PDF)

What needs to be filed if a registered foreign entity files a conversion to change its jurisdiction of organization ("re-domesticates") or files a conversion to convert to a different type of entity?

How can I change the entity address as listed in the secretary of state's records?

The process for changing the entity address in the secretary of state’s records depends on the source of the address, which varies by entity type. A reference to an “entity address” does not include the registered office address. Changes to the registered agent or registered office information must always be filed with the secretary of state and comply with applicable statutory requirements. See Forms 401 and 408. Summary chart of procedure and forms for changing the entity address with the secretary of state:

Termination or Withdrawal of a Registration

1. My foreign entity has decided to close its office in Texas and will no longer be doing business in the state. What do I need to file?
2. My foreign entity withdrew its registration to transact business in Texas last year and we recently moved our office. Can I update the forwarding address for service of process information on file with the secretary of state?
3. My foreign entity ceased to exist in its jurisdiction of organization two years ago, but the secretary of state’s records still show that it has an active registration. What do I need to file?
4. My foreign entity has an active registration with the secretary of state, but will be filing a conversion to convert the foreign entity to a Texas filing entity. Does the foreign entity need to withdraw its registration before it can file the certificate of conversion in Texas?

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

If the foreign entity will continue to exist in its jurisdiction of organization, but will just cease to transact business in Texas, the entity may withdraw 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 the Texas Comptroller of Public Accounts at:

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

My foreign entity ceased to exist in its jurisdiction of organization two years ago, but the secretary of state’s records still show that it has an active registration. What do I need to file?

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

Revocation and Reinstatement of a Registration

1. Under what circumstances can the secretary of state revoke the registration of a foreign entity?
2. If a foreign nonprofit corporation or foreign LP has had its registration revoked for its failure to file a Periodic Report, how and when can it be reinstated?
3. If a foreign entity is forfeited for failure to file franchise tax returns and/or pay franchise taxes, is there a time-limit for reinstatement?
4. If a foreign entity's registration is revoked for non-tax reasons, is there a deadline for reinstatement?

Under what circumstances can the secretary of state revoke the registration of a foreign entity?

• File a report within the period required by law or pay a fee or penalty prescribed by law when due and payable;
• Maintain a registered agent or registered office in Texas as required by law; or
• Amend its registration when required by law.

The secretary of state is required to provide the foreign entity with written notice of the delinquency or deficiency before taking action to revoke its registration. Failure to correct the deficiency or delinquency before the 91st day after the date notice was mailed will result in the revocation of the foreign entity's registration.

Section 9.101 also permits the secretary of state to revoke the registration of a foreign entity when:

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

However, under the circumstances described above, the secretary of state may take action to revoke the registration of the foreign entity when the entity fails to take action to correct the deficiency within 15 days from the date notice of the deficiency was mailed to the entity.

Any notice sent by the secretary of state will be sent to the foreign entity's registered office address or principal place of business as shown on the records of the secretary of state. For this reason, it is important to maintain current registered agent and registered office information.

A foreign nonprofit corporation or a foreign limited partnership also may have its registration revoked under other provisions of the BOC, which subject these entities to periodic reporting requirements.

If a foreign nonprofit corporation or foreign LP has had its registration revoked for its failure to file a Periodic Report, how and when can it be reinstated?

If a foreign entity is forfeited for failure to file franchise tax returns and/or pay franchise taxes, is there a time-limit for reinstatement?

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

Maybe. The timeframe for reinstating after a revocation for non-tax reasons varies depending on the type of entity and the reason for the revocation.

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