What Is a Foreign Filing Entity in Texas?
Under Texas law, any organization that was formed under, and whose internal affairs are governed by, the laws of a jurisdiction other than Texas is a “foreign entity.” This includes entities formed in other U.S. states as well as entities formed outside of the United States. The Texas Secretary of State uses the term “out-of-state entity” interchangeably to reinforce that domestic U.S. companies incorporated or organized in states other than Texas are treated as foreign entities for purposes of Texas law.
Section 9.001 of the Texas Business Organizations Code (BOC) requires certain types of foreign entities to file an application for registration with the Texas Secretary of State before transacting business in Texas. Once registered, the foreign entity has legal authority to transact business in the state and must continuously maintain a registered agent and registered office in Texas.
Which Out-of-State Entities Are Required to Register in Texas?
Section 9.001 of the BOC requires the following types of foreign entities to file an application for registration with the Texas Secretary of State if the entity is transacting business in Texas:
- Corporations
- Limited partnerships
- Limited liability partnerships (LLPs)
- Limited liability companies (LLCs)
- Business trusts
- Real estate investment trusts (REITs)
- Cooperatives
- Public or private limited companies
- Professional corporations and professional associations
- Any other foreign entity that, if formed in Texas, would be formed as a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust
- Any other foreign entity that affords limited liability under the law of its jurisdiction of formation for any owner or member
What constitutes “transacting business” in Texas?
Texas statutes do not specifically define “transacting business.” However, BOC §9.251 lists 16 activities that do not constitute transacting business for purposes of the registration requirement. The Texas Secretary of State’s Foreign Entities FAQs explains: a foreign entity is transacting business in Texas if it has an office or an employee in Texas or is otherwise pursuing one of its purposes in Texas.
The Texas Secretary of State cannot determine whether a particular entity is transacting business in Texas and requires that entities make their own determination, consulting legal counsel as needed.
Registered Agent Requirements for Foreign Entities Under Texas Law
The registered agent requirements for foreign filing entities are the same as those for domestic filing entities and are established by BOC §5.201. The Texas Secretary of State’s registered agent page and instructions for Form 301 confirm that a registered agent for a foreign entity must be one of the following:
- Option A – An organization: A domestic entity or a foreign entity that is registered to do business in Texas. The foreign entity seeking registration cannot act as its own registered agent.
- Option B – An individual: A resident of the state of Texas.
Registered Office Requirements:
| Requirement | Rule |
| Address type | Physical street address in Texas |
| P.O. Box | Not acceptable as the sole address |
| Mailbox or telephone answering service | Not acceptable |
| Availability | Agent must be able to receive service of process during normal business hours |
| Texas location | Required |
A person designated as the registered agent must have consented, in written or electronic form, to serve as the registered agent. The consent document does not need to be submitted with the registration application, but the entity must retain it in its records. The registered agent and registered office must be continuously maintained throughout the period the foreign entity is registered in Texas.
How to Designate a Registered Agent When Registering a Foreign Entity in Texas
A registered agent is designated as part of the application for registration filed with the Texas Secretary of State. The agent information is entered in the registered agent and office section of the applicable registration form (see registration forms by entity type below).
Steps to designate a registered agent when registering a foreign entity:
- Select an eligible registered agent: Choose an individual Texas resident or an organization authorized to do business in Texas. The foreign entity itself cannot serve as its own registered agent.
- Obtain the agent’s consent: The designated agent must consent in writing or electronically before the application is filed. Use Form 401-A – Consent of Registered Agent to document consent. This form is retained by the entity and is not filed with the Secretary of State.
- Complete the registered agent section of the registration form: Enter the registered agent’s name and the registered office street address in Texas. Do not enter a P.O. Box as the sole address.
- File the application with the Texas Secretary of State:
- Online: Via the SOSDirect electronic filing portal
- By mail: P.O. Box 13697, Austin, TX 78711-3697
- In person: James Earl Rudder Office Building, 1019 Brazos, Austin, TX 78701
- Pay the applicable filing fee (see registration forms by entity type below).
A late filing fee equal to the registration fee for each year—or part of a year—that the entity transacted business in Texas without registering may be assessed if the entity has been transacting business in Texas for more than 90 days before filing. Per BOC §9.054, a partial calendar year is counted as a full year for purposes of computing the late filing fee.
Registration Forms by Entity Type for Foreign Entities
The following table lists the application for registration forms used by each type of foreign entity, together with the applicable filing fee. All forms are available on the Texas Secretary of State forms page.
| Entity Type | Form | Filing Fee |
| For-Profit Corporation | Form 301 | $750 |
| Nonprofit Corporation | Form 302 | $25 |
| Professional Corporation | Form 303 | $750 |
| Limited Liability Company | Form 304 | $750 |
| Professional LLC | Form 305 | $750 |
| Limited Partnership | Form 306 | $750 |
| Limited Liability Partnership / LLLP | Form 307 | $200 per TX general partner (min. $200, max. $750) |
| Renewal of LLP Registration | Form 308 | Varies |
| Out-of-State Financial Institution | Form 309 | $750 |
| Professional Association | Form 311 | $750 |
| Business Trust / REIT / Other Foreign Entity | Form 312 | $750 |
| Series LLC | Form 313 | $750 |
A foreign limited liability limited partnership (LLLP) must file both Form 306 (as a limited partnership) and Form 307 (as a limited liability partnership). A foreign entity registering under an assumed name must also file Form 503 – Assumed Name Certificate.
A 2.7% convenience fee applies to credit card payments. Fees may also be paid by check, money order, or through a funded SOSDirect account.
What Happens If a Foreign Entity Fails to Maintain a Registered Agent in Texas?
BOC §9.101 authorizes the Texas Secretary of State to revoke a foreign filing entity’s registration when the entity fails to maintain a registered agent or registered office in Texas.
Process for revocation:
- The Secretary of State mails notice to the foreign entity at its registered office or principal place of business as shown on the Secretary of State’s records.
- The entity has 91 days from the date the notice was mailed to cure the deficiency by appointing a new registered agent and filing the required form.
- If the entity fails to cure the deficiency within the 91-day period, the Secretary of State may revoke the entity’s registration.
Consequences of revocation:
- The foreign entity loses the legal authority to transact business in Texas.
- Under BOC §9.051, a court may enjoin the entity or its agents from transacting business in the state upon application by the Texas Attorney General.
- The entity may lose the ability to bring or maintain lawsuits in Texas courts.
- The entity may be subject to default judgments if legal process is served on the Secretary of State as substitute agent under BOC §5.251 while the entity lacks a registered agent.
- A foreign entity that has transacted business in Texas without registration is also subject to late filing fees under BOC §9.054.
The Texas Secretary of State’s Foreign Entities FAQs provides additional detail on the grounds for revocation and the reinstatement process.
How to Change a Registered Agent for a Foreign Entity Registered in Texas
A foreign entity registered in Texas may change its registered agent or registered office at any time by filing Form 401 – Change of Registered Agent/Office with the Texas Secretary of State. The Instructions for Form 401.
Steps to change a registered agent:
- Obtain the new agent’s consent: The new registered agent must consent to serve before the change is filed. Use Form 401-A to document the consent. This form is not filed with the Secretary of State but must be retained in the entity’s records.
- Complete Form 401: Provide the entity’s legal name, Texas Secretary of State file number, and the new registered agent’s name and registered office street address.
- File Form 401:
- Online: Via SOSDirect (do not attach the PDF when filing online)
- By mail: P.O. Box 13697, Austin, TX 78711-3697
- In person: James Earl Rudder Office Building, 1019 Brazos, Austin, TX 78701
- Pay the filing fee:
- $15 for most foreign entities
- $5 for nonprofit corporations and cooperative associations
- Effective date: The change is effective upon filing unless a delayed effective date is specified.
Withdrawal and Termination of Foreign Entity Registration in Texas
A foreign entity must file the appropriate form with the Texas Secretary of State when it ceases to transact business in Texas or when the entity’s existence is terminated in its home jurisdiction.
Voluntary Withdrawal (entity still exists in home state):
When a foreign filing entity has ceased to transact business or conduct affairs in Texas but continues to exist in its home jurisdiction, the entity may voluntarily withdraw its registration by filing Form 608 – Certificate of Withdrawal of Registration.
The certificate of withdrawal must:
- State that the entity is no longer transacting business in Texas.
- Revoke the authority of the entity’s registered agent in Texas to accept service of process.
- Consent that service of process may be made on the entity by the Secretary of State, and provide an address to which the Secretary of State may forward copies of any process served.
- Confirm that all money due or accrued to the state has been paid or that adequate provision has been made for payment.
Taxable entities must attach a certificate of account status (Form #05-305) obtained directly from the Texas Comptroller of Public Accounts. Foreign nonprofit corporations are not required to attach a tax certificate.
Termination of Registration (entity no longer exists in home state):
If the foreign entity has terminated its existence in its jurisdiction of formation through dissolution, termination, or merger, the entity must use Form 612 – Termination of Registration rather than Form 608. For entities involved in a merger or conversion in their home jurisdiction, Form 422 is used to transfer registration to a successor foreign entity.
Withdrawal of Foreign LLP Registration:
A foreign limited liability partnership uses Form 609 – Withdrawal of Foreign Limited Liability Partnership Registration.
Filing Fees for Withdrawal or Termination:
| Form | Purpose | Filing Fee |
| Form 608 | Certificate of Withdrawal | $15 ($5 for nonprofits and cooperative associations) |
| Form 609 | Withdrawal of Foreign LLP | Varies |
| Form 612 | Termination of Registration | $15 ($5 for nonprofits and cooperative associations) |
Frequently Asked Questions: Foreign Entities and Registered Agents in Texas
Does a foreign entity need a separate registered agent for Texas, even if it already has one in its home state?
Yes. A foreign entity registered to transact business in Texas must designate and continuously maintain a registered agent specifically for Texas. The Texas registered agent must be either an individual resident of Texas or an organization authorized to do business in Texas. An agent serving in the entity’s home state does not satisfy the Texas requirement unless that individual is also a Texas resident or that organization is also separately authorized to transact business in Texas.
What is the difference between a Certificate of Authority and a Certificate of Registration?
The Texas Secretary of State’s Foreign Entities FAQs explains: There is no functional difference. “Application for registration” is the current terminology under the Texas Business Organizations Code for what was formerly called an “application for certificate of authority.” Both terms refer to the document a foreign entity files to obtain legal authority to transact business in Texas. The Texas Secretary of State issues a certificate of registration upon approval of the application.
Can a foreign entity use a P.O. Box as its Texas registered office address?
No. Under BOC §5.201, the registered office must be a physical street address in Texas where service of process can be personally delivered to the registered agent during normal business hours. A P.O. Box, mailbox-only service, or telephone answering service does not satisfy this requirement. This rule applies equally to domestic and foreign entities.
What happens if we close our Texas office but our registered entity is still active?
Closing a physical office in Texas does not automatically withdraw or terminate a foreign entity’s registration with the Texas Secretary of State. As long as the entity remains registered, it must continue to maintain a registered agent and registered office in Texas. If the entity has ceased to transact business in Texas, it should file Form 608 – Certificate of Withdrawal to voluntarily withdraw its registration. Failure to maintain a registered agent while remaining registered can result in revocation of the entity’s registration under BOC §9.101.
Does registering a foreign entity in Texas create a new legal entity?
No. Filing an application for registration does not create a new legal entity. It grants the existing foreign entity the legal authority to transact business in Texas. The entity remains governed by the laws of its jurisdiction of formation; registration in Texas affects only the entity’s authority and obligations within Texas.
Is a foreign entity required to file annual reports with the Texas Secretary of State?
The Texas Secretary of State’s Foreign Entities FAQs explains:
- Foreign entities subject to state franchise taxes must file an annual franchise tax report with the Texas Comptroller of Public Accounts. Foreign corporations, professional associations, LLCs, and certain limited partnerships subject to franchise taxes must also file a Public Information Report (PIR) as part of that report.
- Foreign nonprofit corporations and certain foreign limited partnerships that are not subject to franchise taxes are required to file a periodic report with the Secretary of State not more than once every four years.
If my foreign entity’s registered agent in Texas resigns, how long do I have to appoint a new one?
Under BOC §9.101, the Secretary of State will mail a notice to the entity at its registered office or last known principal place of business. The entity has 91 days from the date that notice was mailed to cure the deficiency by appointing a new registered agent and filing the required change of registered agent form (Form 401). If the deficiency is not corrected within the 91-day period, the Secretary of State may revoke the entity’s registration.
Do I need a certificate of good standing from my home state to register in Texas?
The registration application must contain a statement that the entity exists as a valid foreign filing entity of the stated type under the laws of its jurisdiction of formation. While the application forms themselves do not require a certificate of good standing to be attached, the application includes an affirmation of the entity’s valid existence in its home jurisdiction. Entities are encouraged to consult with legal counsel regarding their home state’s documentation requirements and whether obtaining a certificate of good standing from their home state is advisable.
Can a foreign entity’s Texas registered agent be the same person as the entity’s home state registered agent?
Yes, provided that person or organization satisfies Texas’s eligibility requirements. An individual who is a registered agent in the entity’s home state may also serve as the Texas registered agent if that individual is a resident of Texas with a physical Texas street address. An organization serving as the home state registered agent may also serve as the Texas registered agent if that organization is separately authorized to transact business in Texas and maintains a physical office in Texas.
What is the filing fee to register a foreign LLC in Texas?
The filing fee to register a foreign limited liability company in Texas using Form 304 is $750. A 2.7% convenience fee applies to credit card payments. Payments may also be made by check, money order, or through a funded SOSDirect account. A late filing fee equal to the $750 registration fee for each year—or partial year—of delinquency may also be assessed if the entity transacted business in Texas for more than 90 days before filing. See the Texas Secretary of State fee schedule for a complete listing of fees by entity type.