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TEXAS SECRETARY OF STATE: CORPORATIONS AND LLC'S

Business Basics

 

 

 

 

 

 

 

 

The Corporations Section is responsible for the receipt, filing and permanent maintenance and retention of documents that create or affect business organizations and non-profit entities under the following Texas statutes:

In addition, the Section reviews state trade and service mark applications pursuant to Chapter 16, Business & Commerce Code.

The Section also provides records information by telephone and email and provides plain and certified copies upon request. Although the Section continues to accept documents by fax and mail, an increasing number of documents are received through electronic submission on SOSDirect.

For questions regarding specific information not found on our website or contact information for specific areas of the Section, please Contact Us.

Corporations Section Forms

The secretary of state has promulgated certain forms designed to meet statutory requirements and facilitate filings with the office. Use of the forms is permissive.

Selection or completion of a form found on this web site is the responsibility of the user and the user's attorney. The forms and information provided by the secretary of state 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.

Online access to the business entity and UCC databases is available through SOSDirect. For information on SOSDirect or to subscribe, call (512) 475-2755.

These forms are for filing domestic business and nonprofit entity formations, foreign entity registrations, amendments, terminations, and other business filings with the secretary of state.
These forms are for filing Professional Association Annual Statements and Periodic Reports for Limited Partnerships and Nonprofit Corporations.
These forms are for filing trademark applications, renewals, assignments, and transfers.

 

Business and Nonprofit Forms

Note: Free software such as Microsoft® Word Viewer or Adobe® Acrobat Reader 6.0 or higher may be required to view the richly formatted forms included in this section.

Printing Note: To print an Adobe form, select Print from the File menu, select the 'Print as image' check box, and then click OK.

Formation of Business Entities and Nonprofit Corporations Under the Texas Business Organizations Code:

* Online filing available through SOSDirect
Form Number
Description
*201
Certificate of Formation for a For-Profit Corporation - Form to be used to incorporate a for-profit corporation. Rev. 05-11 (# of pages - 6) (Word 144kb, PDF 128kb)
*202
Certificate of Formation for a Nonprofit Corporation - Form to be used to incorporate a nonprofit corporation. Rev. 05-11 (# of pages - 8) (Word 152kb, PDF 142kb)
*203
Certificate of Formation for a Professional Corporation - Form to be used to form a professional corporation. Rev. 05-11 (# of pages - 7) (Word 145kb, PDF 148kb)
*204
Certificate of Formation for a Professional Association - Form to be used to form a professional association. Rev. 06-11 (# of pages - 7) (Word 160kb, PDF 96kb)
*205
Certificate of Formation for a Limited Liability Company - Form to be used to form a limited liability company. Rev. 05-11 (# of pages - 6) (Word 158kb, PDF 98kb)
*206
Certificate of Formation for a Professional Limited Liability Company - Form to be used to form a professional limited liability company. Rev. 06-11 (# of pages - 7) (Word 167kb, PDF 99kb)
*207
Certificate of Formation for a Limited Partnership - Form to be used to form a limited partnership. Rev. 05-11 (# of pages - 6) (Word 155kb, PDF 88kb)
208
Uniform Unincorporated Nonprofit Association Summary - Summary of the Texas Uniform Unincorporated Nonprofit Association Act. Rev. 12-10 (# of pages - 2) (Word 38kb, PDF 30kb)

Registering Out-of-State Entities to Transact Business In Texas Under the Business Organizations Code:

* Online filing available through SOSDirect
Form Number
Description
*301
For-Profit Corporation Application for Registration - Application by a foreign for-profit corporation to transact business in Texas. Rev. 05-11 (# of pages - 7) (Word 149kb, PDF 102kb)
*302
Nonprofit Corporation Application for Registration - Application by a foreign nonprofit corporation to transact business in Texas. Rev. 05-11 (# of pages - 8) (Word 190kb, PDF 99kb)
*303
Professional Corporation Application for Registration - Application by a foreign professional corporation to transact business in Texas. Rev. 05-11 (# of pages - 8) (Word 158kb, PDF 140kb)
*304
Limited Liability Company Application for Registration - Application by a foreign limited liability company to transact business in Texas. Rev. 05-11 (# of pages - 8) (Word 173kb , PDF 121kb)
*305
Professional Limited Liability Company Application for Registration - Application by a foreign professional limited liability company to transact business in Texas. Rev. 05-11 (# of pages - 8) (Word 178kb, PDF 120kb)
*306
Limited Partnership Application for Registration - Application by a foreign limited partnership to transact business in Texas. Rev. 05-11 (# of pages - 8) (Word 167kb, PDF 126kb)
*307
Limited Liability Partnership Application for Registration - Application by a foreign limited liability partnership or limited liability limited partnership to transact business in Texas. Rev. 05-11(# of pages - 6) (Word 115kb, PDF 67kb)
308
Renewal of Limited Liability Partnership Application for Registration - Form for renewing the application of a limited liability partnership or a limited liability limited partnership to transact business in Texas. Rev. 05-11 (# of pages - 6) (Word 111kb, PDF 156kb)
*309
Out-of-State Financial Institution Application for Registration - Application by an out-of-state financial institution to transact business in Texas. Rev. 05-11 (# of pages - 6) (Word 142kb, PDF 189kb)
311
Professional Association Application for Registration - Application by a foreign professional association to transact business in Texas. Rev. 05-11 (# of pages - 9) (Word 159kb, PDF 79kb)
312
BusinessTrust/Real Estate Investment Trust or Other Foreign Entity Application for Registration - Application by business trust, real estate investment trust or other foreign entity with limited liability to transact business in Texas. Rev. 05-11 (# of pages - 8) (Word 175kb, PDF 164kb)
313
Series Limited Liability Company Application for Registration – Application by a foreign series limited liability company to transact business in Texas. Rev. 05-11 (# of pages - 9) (Word 185kb, PDF 125kb)

Amending or Correcting a Filing Including Changing the Registered Agent or Registered Office or Resigning as Registered Agent:

* Online filing available through SOSDirect
Form Number
Description
*401
Change of Registered Agent and/or Registered Office - Form for changing the registered agent and/or registered office of any type entity. Rev. 05-11 (# of pages - 5) (Word 103kb, PDF 94kb)
401-A
Consent of Registered Agent to Appointment - Form that may be used to evidence the consent of a person designated or appointed as registered agent. Rev. 12-09 (# of pages - 3) (Word 86kb,PDF 38kb)
402
Statement of Resignation of Registered Agent - Form for use by the registered agent of an entity to resign the position. Rev. 01-10 (# of pages - 2) (Word 70kb, PDF 49kb)
403
Articles/Certificate of Correction - Form for correcting a previous filing by any type entity. Rev. 05-11 (# of pages - 6) (Word 131kb, PDF 74kb)
406
Amendment to Registration - Form for amending the registration of a foreign filing entity. Rev. 05-11 (# of pages - 5) (Word 100kb, PDF 306kb)
407
Amendment to Registration - Foreign Limited Liability Partnership - Form for amending the registration of an out-of-state limited liability partnership. Rev. 05-11 (# of pages - 6) (Word 117kb,PDF 72kb)
408
Statement of Change of Address by a Registered Agent - Form for a registered agent to change the registered office address. Rev. 05-11 (# of pages - 7) (Word 170kb, PDF 117kb)
411
Amended Registration - Out-of-state Financial Institution - Form for amending the registration of an out-of-state financial institution. Rev. 05-11 (# of pages - 5) (Word 92kb, PDF 83kb)
412
Amended Registration - Foreign Limited Partnership - Form for amending the registration of a foreign limited partnership. Rev. 05-11 (# of pages - 7) (Word 128kb, PDF 93kb)
414
Restated Certificate of Formation with New Amendments - Form for filing a restated certificate of formation that is to take the place of the previous certificate of formation and that makes additional amendments to text. Rev. 05-11 (# of pages - 9) (Word 129kb, PDF 143kb)
415
Restated Certificate of Formation without Further Amendments - Form for filing a restated certificate of formation that is to take the place of the previous certificate of formation as previously amended. Rev. 05-11 (# of pages - 6) (Word 99kb, PDF 112kb)
422
Amendment to Registration To Disclose a Change Resulting from a Conversion or Merger - Form used to amend the registration of a foreign filing entity to effect a transfer of the registration to a successor entity after a merger or conversion. Rev. 05-11 (# of pages - 4) (Word 95kb, PDF 76kb)
*424
Certificate of Amendment - Form for amending the certificate of formation of a domestic entity.(Online filings limited to name changes.) Rev. 05-11 (# of pages - 8) (Word 135kb, PDF 129kb)
425
Restriction on the Transfer of Shares - Form for filing a statement regarding a bylaw or agreement that restricts the transfer of shares or other securities by a for-profit corporation. Rev. 05-11 (# of pages - 4) (Word 75kb, PDF 44kb)
426
Resolution Relating to a Series of Shares - Form for filing a statement relating to an action with respect to a series of shares by a for-profit corporation. Rev. 05-11 (# of pages - 4) (Word 77kb,PDF 49kb)
427
Certificate of Abandonment - Form for abandoning a filed instrument that has not taken effect.Rev. 05-11 (# of pages - 3) (Word 71kb, PDF 38kb)
428
Rejection of Appointment - Form that may be used by a person named as an entity’s registered agent to terminate the appointment as registered agent when the designation or appointment was made on or after January 1, 2010 and without that person’s consent. Rev. 01-10 (# of pages - 2) (Word 60kb, PDF 35kb)

Reserving or Registering a Name Under the Texas Business Organizations Code; Filing or Abandoning an Assumed Name:

* Online filing available through SOSDirect
Form Number
Description
*501
Name Reservation - Form for reserving a name for later use. Rev. 05-11 (# of pages - 4) (Word 108kb , PDF 97kb)
*502
Name Registration - Form for registering the name of an out-of-state entity that is not qualified to transact business in the state. Rev. 05-11 (# of pages - 4) (Word 84kb, PDF 70kb)
*503
Assumed Name - Form for filing an assumed name of an entity. Rev. 05-11 (# of pages - 5) (Word 125kb, PDF 74kb)
504
Statement of Abandonment of an Assumed Name - Form for abandoning an assumed name certificate before the expiration of its term of registration. Rev. 05-11 (# of pages - 4) (Word 107kb,PDF 69kb)
505
Renewal of Registration of an Entity Name - Form for renewal of registration of entity names.Rev. 05-11 (# of pages - 4) (Word 86kb, PDF 53kb)
506
Notice of Transfer of Reservation of an Entity Name - Form for transferring an effective name reservation from the current applicant to another person. Rev. 05-11 (# of pages - 3) (Word 78kb,PDF 52kb)
507
Notice of Withdrawal of Reservation of an Entity Name - Form for withdrawing a reserved name before the expiration of the reservation period. Rev. 01-06 (# of pages - 2) (Word 60kb , PDF 31kb)
508
Notice of Withdrawal of Registration of an Entity Name - Form for withdrawing a current name registration before the expiration of the term of registration. Rev. 05-11 (# of pages - 2) (Word 60kb,PDF 34kb)
509
Consent to Use of Similar Name - Form for the holder of an existing name to consent to the use of a similar name. Rev. 12-10 (# of pages - 2) (Word 72kb, PDF 271kb)

Termination of a Domestic Entity; Withdrawal or Termination of an Out-of-State Entity; Merger; Conversion:

* Online filing available through SOSDirect
Form Number
Description
*608
Certificate of Withdrawal - Form for surrendering the registration of a foreign filing entity, other than a foreign limited liability partnership, and withdrawing from the state. Rev. 05-11 (# of pages - 5) (Word 106kb, PDF 74kb)
*609
Withdrawal of Foreign Limited Liability Partnership Registration - Form for withdrawing the registration of an out-of-state limited liability partnership. Rev. 05-11 (# of pages - 4) (Word 92kb,PDF 75kb)
612
Termination of Registration - Form for terminating the registration of a foreign entity that has ceased to exist in its jurisdiction of formation. Rev. 05-11 (# of pages - 4) (Word 78kb, PDF 45kb)
621
Certificate of Merger - Domestic Entity Divisional Merger - Form used to effect a merger that divides a Texas entity into two or more new Texas entities or other organizations. Rev. 05-11 (# of pages - 7) (Word 138kb, PDF 72kb)
622
Certificate of Merger - Form used to effect a merger that combines one or more Texas entities with one or more organizations. Rev. 05-11 (# of pages - 8) (Word 200kb, PDF 92kb)
623
Certificate of Merger - Parent-Subsidiary - Form used to effect a merger of a parent organization with a subsidiary organization when the parent is to survive the merger. Rev. 05-11 (# of pages - 7) (Word 202kb, PDF 91kb)
624
Certificate of Merger for Nonprofit Corporation - Form used to effect a merger when each party to the merger is a nonprofit corporation. Rev. 05-11 (# of pages - 8) (Word 167kb, PDF 92kb)
631
Certificate of Conversion of a Corporation Converting to a General Partnership - Form for converting a Texas for-profit or professional corporation to a domestic or foreign general partnership.Rev. 05-11 (# of pages - 5) (Word 108kb, PDF 82kb)
632
Certificate of Conversion of a Corporation Converting to a Limited Liability Company - Form for converting a corporation to a limited liability company. Rev. 05-11 (# of pages - 5) (Word 115kb, PDF 61kb)
633
Certificate of Conversion of a Corporation Converting to a Limited Partnership - Form for converting a corporation to a limited partnership. Rev. 05-11 (# of pages - 5) (Word 121kb, PDF 68kb)
634
Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust - Form for converting a Texas for-profit or professional corporation to a domestic or foreign real estate investment trust. Rev. 05-11 (# of pages - 5) (Word 102kb, PDF 48kb)
635
Certificate of Conversion of a Limited Liability Company Converting to a General Partnership - Form for converting a Texas limited liability company to a domestic or foreign general partnership. Rev. 05-11 (# of pages - 5) (Word 114kb, PDF 57kb)
636
Certificate of Conversion of a Limited Liability Company Converting to a Corporation - Form for converting a limited liability company to a corporation. Rev. 05-11 (# of pages - 5) (Word 114kb, PDF 65kb)
637
Certificate of Conversion of a Limited Liability Company Converting to a Limited Partnership - Form for converting a limited liability company to a limited partnership. Rev. 05-11 (# of pages - 5) (Word 123kb, PDF 66kb)
638
Certificate of Conversion of a Limited Liability Company Converting to a Real Estate Investment Trust - Form for converting a Texas limited liability company to a domestic or foreign real estate investment trust. Rev. 05-11 (# of pages - 5) (Word 103kb, PDF 47kb)
641
Certificate of Conversion of a Limited Partnership Converting to a General Partnership - Form for converting a Texas limited partnership to a domestic or foreign general partnership. Rev. 05-11 (# of pages - 5) (Word 114kb, PDF 56kb)
642
Certificate of Conversion of a Limited Partnership Converting to a Limited Liability Company - Form for converting a limited partnership to a limited liability company. Rev. 05-11 (# of pages - 5) (Word 133kb, PDF 63kb)
643
Certificate of Conversion of a Limited Partnership Converting to a Corporation - Form for converting a limited partnership to a corporation. Rev. 05-11 (# of pages - 5) (Word 123kb, PDF 66kb)
644
Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust - Form for converting a Texas limited partnership to a domestic or foreign real estate investment trust. Rev. 05-11 (# of pages - 5) (Word 112kb, PDF 56kb)
645
Certificate of Conversion of a Professional Association Converting to a Professional Limited Liability Company - Form for converting a foreign or domestic professional association to a foreign or domestic professional limited liability company. Rev. 05-11 (# of pages - 6) (Word 120kb, PDF 80kb)
646
Certificate of Conversion of a Texas General Partnership Converting to a Texas Filing Entity - Form for converting a Texas general partnership to a Texas filing entity. Rev. 05-11 (# of pages - 5) (Word 129kb, PDF 98kb)
647
Information on Converting a Foreign Entity to a Texas Filing Entity – Summary of requirements under the Texas Business Organizations Code with checklist. Rev. 05-11 (# of pages - 2) (Word 72kb, PDF 56kb)
*651
Certificate of Termination of a Domestic Entity - Form for terminating the existence of a domestic filing entity, other than a nonprofit corporation or cooperative association. Rev. 05-11 (# of pages - 5) (Word 144kb, PDF 104kb)
*652
Certificate of Termination - Nonprofit Corporation or Cooperative Association - Form for terminating the existence of a nonprofit corporation or cooperative association. Rev. 05-11 (# of pages - 6) (Word 173kb, PDF 71kb)

Domestic Limited Liability Partnerships; Appointment of an Agent by Financial Institutions and Unincorporated Associations:

* Online filing available through SOSDirect
Form Number
Description
*701
Limited Liability Partnership Application - Form for registration of a domestic partnership as a limited liability partnership or limited liability limited partnership. Rev. 09-11 (# of pages - 3) (Word 91kb, PDF 93kb)
703
Limited Liability Partnership Renewal - Form for renewing the registration of a domestic limited liability partnership. Rev. 09-11 (# of pages - 3) (Word 80kb, PDF 47kb)
704
Notice of Withdrawal of Registration of a Texas Limited Liability Partnership - Form for withdrawing the registration of a Texas limited liability partnership before the expiration of its term of registration. Rev. 05-11 (# of pages - 4) (Word 82kb, PDF 76kb)
706
Appointment of Statutory Agent - Form for a Texas financial institution, an unincorporated nonprofit association, or a defense base development authority to appoint an agent for service of process. Rev. 05-11 (# of pages - 4) (Word 88kb, PDF 58kb)
707
Amendment of Appointment of Statutory Agent - Form for amending the statement appointing a statutory agent. Rev. 05-11 (# of pages - 4) (Word 94kb, PDF 62kb)
708
Resignation of Appointed Statutory Agent - Form which may be used to resign as the agent for service of process of a Texas financial institution, an unincorporated nonprofit association, or a defense base development authority. Rev. 12-09 (# of pages - 2) (Word 72kb, PDF 56kb)
709
Cancellation of Appointment of Statutory Agent - Form for canceling the appointment of a statutory agent of a Texas financial institution, an unincorporated nonprofit association, or a defense base development authority. Rev. 05-11 (# of pages - 2) (Word 75kb, PDF 68kb)
722
Amendment to Registration of a Limited Liability Partnership - Form for amending a domestic limited liability partnership’s registration. Rev. 05-11 (# of pages - 4) (Word 101kb, PDF 60kb)

Reinstatement; Fee Schedule; Other Filing Aids:

* Online filing available through SOSDirect
Form Number
Description
*801
Application for Reinstatement and Request to Set Aside Tax Forfeiture - Form to be used by an entity when applying to reinstate its existence or registration after its forfeiture under the Tax Code. (Limited to tax forfeiture reinstatements.) Rev. 05-11 (# of pages - 3) (Word 178kb, PDF 87kb)
805
Statement of Event or Fact - Form for filing the statement required to effect a filing instrument when the effectiveness of the instrument was delayed on the occurrence of a future event or fact.Rev. 06-11 (# of pages - 4) (Word 73kb, PDF 40kb)
806
Fee Schedule - Listing of all Corporations Section fees. Rev. 09-12 (# of pages - 5) (Word 163kb ,PDF 67kb)
807
Payment Form - Form for use in transmitting credit card, LegalEase, or client account payment information when filing documents by facsimile. Rev. 11-11 (# of pages - 1) (Word 137kb, PDF 60kb)
811
Reinstatement - Form to be used by an entity in applying for reinstatement of its certificate of formation or its registration after the entity has been terminated or revoked for non-tax reasons.Rev. 05-11 (# of pages - 5) (Word 135kb , PDF 336kb)
812
Statement of Operation as a Close Corporation - Form for filing statement that corporation is a close corporation that is operating pursuant to a shareholders’ agreement. Rev. 05-11 (# of pages - 2) (Word 60kb, PDF 34kb)
813
Statement Terminating Close Corporation Status - Form for filing statement that terminates the close corporation status of a Texas for-profit or professional corporation.  Rev. 05-11 (# of pages - 3) (Word 66kb , PDF 37kb)

Form to be Used by a Foreign Corporate Fiduciary to Appoint the Secretary of State as the Agent for Service of Process:

Form Number
Description
908
Foreign Corporate Fiduciary Probate Code Filing - Form to be used by a foreign corporate fiduciary to comply with Section 105A of the Texas Probate Code to appoint the secretary of state as its agent for service of process and file a certificate of designation. Rev. 01-06 (# of pages - 4) (Word 88kb, PDF 84kb)

 

 

Foreign or Out-of-State Entities

Whether an entity is domestic or foreign does not depend on the location of the principal business office. Instead, it depends on where the entity was formed and what law governs its internal affairs. If an organization was formed under, and the internal affairs are governed by, the laws of a jurisdiction other than Texas, the organization is a “foreign entity.”We sometimes refer to foreign entities as out-of-state entities to reinforce the concept that entities formed in other U.S. states are foreign entities, as well as entities formed outside of the United States.

Registration Requirements

Section 9.001 of the Texas Business Organizations Code (“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;
  • limited liability companies;
  • business trusts;
  • real estate investment trusts;
  • cooperatives;
  • public or private limited companies;
  • 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; and
  • any other foreign entity that affords limited liability under the law of its jurisdiction of formation for any owner or member.

Other laws or circumstances may also be reasons for registration.

  • Section 201.102 of the Texas Finance Code requires an out-of-state financial institution to register with the secretary of state before opening a branch or other office in Texas.
  • It has been the practice of the Texas Department of Insurance to refuse a non-resident agency license for a foreign entity unless the entity has registered with the secretary of state. HB 2503, passed in the 2011 Legislative Session, removes this requirement effective 09/01/2011.
  • Some banks will not do business with an unregistered foreign entity, despite that BOC § 9.251 states that maintaining a bank account in this state is not, in and of itself, transacting business in Texas.
Register Online

Name Requirements

A foreign entity registering to transact business in Texas must register under a name that:

  • contains a recognized term of organization for the entity type as listed in sections 5.054 to 5.059 of the BOC;
  • does not contain any word or phrase that indicates or implies that the entity is engaged in a business that the entity is not authorized to pursue; and
  • is available in Texas, that is, is not the same as, deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any name reservation or registration filed with the secretary of state. (Similar names are available with consent.)

View our name availability rules.

You may request a preliminary name availability determination by calling (512) 463-5555 or by email.

Registration Under a Fictitious Name

If the entity’s legal name does not meet the above requirements (other than a similar name for which the entity has obtained consent), the entity must register in Texas under an assumed name (d/b/a). This special type of assumed name is often referred to as a fictitious name.

  • A fictitious name is a special type of assumed name because, unlike other assumed names, a fictitious name must meet the above requirements.
  • A foreign entity that registers to transact business under a fictitious name is stating that the entity will transact business in Texas under that name.BOC § 9.004.
  • A foreign entity registering under a fictitious name must file assumed name certificates with the secretary of state (Form 503 (Word 125kb, PDF 74kb)) and the appropriate county or counties.

Where to file assumed name certificates.

The name requirements for registration to transact business in Texas do not affect trademark or other intellectual property rights. A certificate of registration or assumed name certificate does not authorize use of the name in violation of another person’s legal rights and does not, in and of itself, offer any trademark protection. See Trademark FAQs for more information.

Determining Whether to Register

Texas statutes do not define “transacting business.” Helpful resources to determine whether an entity’s activities in Texas require registration include:

  • BOC § 9.251, which lists activities that are not considered transacting business;
  • Case law from Texas and other U.S. jurisdictions regarding foreign qualification;
  • Texas Attorney General Opinions; and
  • Private attorneys familiar with corporate law.

Another helpful resource may be the comptroller’s Texas Nexus Questionnaire, used by the comptroller to determine if a foreign entity is “doing business” in Texas for tax purposes.

  • The threshold level of activity required for a tax nexus is generally lower than the threshold level of activity that requires registration with the secretary of state.
  • Therefore, if the Texas Nexus Questionnaire results in a determination of “no nexus,” the entity is probably not transacting business in Texas either.
  • On the other hand, if the Texas Nexus Questionnaire results in a determination of “nexus,” the entity should consider registration.
  • Remember that, for registration with the secretary of state, the Texas Nexus Questionnaire can be a useful tool, but does not give a definitive answer.

Don’t forget that even if you determine that your entity is not transacting business in Texas under the BOC, you may need to register under other law, such as the Insurance or Finance Codes.

No member of the secretary of state staff can determine whether an entity is transacting business in Texas or needs to file an application for registration. Determining whether to register is a business decision that may have tax consequences, raise legal issues, or impact licensing from another agency or state board.

Penalties for Not Registering

Failure to register can result in penalties, including:

  • Inability to maintain an action, suit, or proceeding in a Texas court until registration;
  • Injunction from transacting business in Texas;
  • Civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when first required; and
  • Late filing fees owed to the secretary of state by an entity registering more than 90 days after first transacting business in Texas.

How Do I Calculate My Late Filing Fees?

Late filing fees are determined by multiplying the number of whole or partial calendar years that have passed since the date the entity initially transacted business in Texas times the registration 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.)

Try Our Late Fees Calculator! (XLS, 63kb)

Limitation of Late Fees

If your entity will be assessed more than five years of late penalties, and you meet certain criteria, you may request that the secretary of state limit the fees you owe. The secretary of state will cap the late fees at five years for an entity that (1) submits a certificate of account status evidencing good standing with the comptroller’s office; and (2) certifies to the truth of the following statements:

  • The entity has satisfied all of its franchise, sales, and other tax obligations with the Texas Comptroller of Public Accounts. A true and correct Certificate of Account Status is attached showing that the entity is in good standing with the Texas Comptroller of Public Accounts.
  • The entity does not owe any other taxes, fees, or assessments that are administered by any other Texas state agency.
  • The entity has not received a letter from the Office of the Secretary of State regarding the need to submit an application for registration, or if it has received such a letter, it has responded to the secretary of state within 45 days.

The general policy of the secretary of state is that we do not waive late fees for foreign entities, aside from the five year fee cap, if applicable. If an entity believes it has unique circumstances and wishes to appeal the assessment of late fees, the appeal shall be in writing and may be sent by email, fax to 512-475-2781 or mail to P.O. Box 13697, Austin, TX 78711-3697, Attn: Corporations Attorneys.

Special Issues for Limited Liability Limited Partnerships (LLLPs)

A foreign limited liability limited partnership transacting business in Texas must apply for two certificates of registration. An LLLP transacting business in Texas must register as both a limited partnership and as a limited liability partnership.

Other Issues for Foreign Entities in Texas

Texas Taxes

Permits and Licenses

There is no general business license in Texas; however, depending upon the type of business the entity engages in, additional licensing requirements from other Texas agencies might apply.

Employer Issues

Ready to Register?

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Guides and Resources

Start-Up Guides

  • Texas Business Portal: Offered as part of Texas.gov (formerly TexasOnline), the award-winning official eGovernment web site for the State of Texas, providing citizens, local government, and state agencies with a single, secure structure to conduct business over the Internet.
  • Small Business Assistance: Information provided by the Small Business Advocacy of the Governor’s Office, includes information on business structure, EINs, business taxes, and employer requirements.
  • Texas Business Advisor: Business start-up information offered by the Texas Comptroller of Public Accounts.
  • Business.gov: Managed by the U.S. Small Business Administration, this official site of the U.S. Government provides access to Federal, state, and local information for small business owners.
  • Small Business Planner: A tool provided from the U.S. Small Business Administration containing resources for every stage of business.

Small Business Resources

Permits and Licenses

Patents, Trademarks and Copyrights

Securities Issues

 

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