Texas Registered Agent for Foreign Entities

If your LLC or corporation was formed in another state but does business in Texas, you need to register as a "foreign" entity with the Texas Secretary of State. Part of that registration is appointing a Texas registered agent.

When You Need to Register

"Foreign" means out-of-state. A Delaware LLC with a Texas office is a "foreign LLC" in Texas.

You generally need to file for registration in Texas if your business:

• Maintains an office, warehouse, or retail location in Texas
• Has employees working in Texas
• Owns or leases real property in Texas
• Holds Texas-issued licenses or permits
• Conducts regular, ongoing business operations in Texas

Occasional sales into Texas or attending a conference here typically does not trigger the requirement. If your situation is borderline, consult a Texas business attorney.

Consequences of Operating Without Registration

Operating in Texas without proper registration carries real risks:

• You cannot maintain a lawsuit in Texas courts
• The Secretary of State may impose fines
• You are still subject to Texas franchise tax obligations
• Contracts entered while unregistered may be enforceable against you but difficult for you to enforce

How to Register a Foreign Entity in Texas

1. Get a Certificate of Existence Obtain a Certificate of Existence (or Certificate of Good Standing) from the state where your entity was originally formed.

2. Appoint a Texas Registered Agent Designate a registered agent with a physical street address in Texas. The agent must consent to the appointment.

3. File the Application for Registration

• Foreign LLC: File an Application for Registration (Form 304) with the Secretary of State
• Foreign Corporation: File an Application for Certificate of Authority (Form 301) with the Secretary of State

File through SOSDirect at sos.state.tx.us.

4. Pay the Filing Fee Check the current fee on the SOS website. Filing fees are subject to change.

5. Meet Ongoing Obligations Once registered, your foreign entity must:

• File an annual franchise tax report and Public Information Report by May 15
• Maintain a valid registered agent at all times
• Comply with all Texas tax and regulatory requirements

Franchise Tax for Foreign Entities

Foreign-qualified entities are subject to the same franchise tax rules as Texas-formed entities:

• No-tax-due threshold of $2.47 million in annualized total revenue
• Tax rate of 0.375% (qualifying wholesalers/retailers) or 0.75% (all others)
• Annual filing deadline: May 15
• Must file even if no tax is owed

Why a Texas Registered Agent Matters

Your registered agent is the only guaranteed point of contact between your foreign entity and the Texas legal system. Without a valid agent:

• Courts cannot serve you properly
• The Secretary of State cannot deliver notices
• Your registration may be revoked

As an out-of-state business, you likely do not have someone sitting at a Texas address during business hours. A professional registered agent fills that role.

Our Service

$99/year gets you:

• A Texas registered agent address for your registration filing
• Same-day document scanning and forwarding
• Franchise tax and PIR deadline reminders
• Privacy — our Texas address on SOS records, not your out-of-state address

Get Started — $99/year

Questions about foreign qualification? Contact us.