Is My Company Registered For State Tax? Texas

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Foreign or Out-of-Land Entities FAQs

Formation of Texas Entities
Amendments and Corrections
Name Filings
Mergers and Conversions
Terminations and Reinstatements
Foreign or Out-of-State Entities
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The answers to our Frequently Asked Questions are provided for informational purposes and are non intended to provide legal advice or to substitute for the advice of an attorney. If you take specific legal questions, consult your attorney.

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

Is my entity required to register?

Does my foreign entity need to file an awarding for registration?
Does a strange (including an out-of-state) filing entity that is a general partner of a Texas partnership or a manager of a Texas LLC take to register to transact business in Texas if the foreign entity has no other contact with the land of Texas?
Must a foreign business organisation trust qualify or register to transact business in Texas?
Does an out-of-state LLP have to annals with the secretarial assistant of state before information technology transacts business in Texas? If the underlying partnership of the out-of-state LLP is an LP, does the underlying out-of-country LP also accept to register?
Are non-U.Due south. businesses transacting business in Texas required to register to transact business organization in Texas? Are they field of study to Texas state franchise taxes?

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

A strange filing entity, as described in section 9.001 of the BOC, must file an application for registration, previously known as an awarding for document of authority, if it "transacts business" in Texas. Texas statutes do not specifically define "transacting concern;" however, section ix.251 of the BOC lists 15 activities that do not constitute "transacting business." Generally, a foreign entity is transacting business in Texas if it has an part or an employee in Texas or is otherwise pursuing one of its purposes in Texas. The secretary of state cannot give a legal opinion as to whether a particular foreign entity is "transacting business" in Texas. If you are unsure whether registration is required, yous should consult with your legal counsel.
Does a foreign (including an out-of-country) filing entity that is a full general partner of a Texas partnership or a manager of a Texas LLC have to annals to transact business concern in Texas if the foreign entity has no other contact with the country of Texas?

Texas Attorney General Stance JM-7 (PDF) holds that the act of being a general partner of a Texas partnership constitutes transacting business in Texas. This holding may extend to foreign entities that are managing members or managers of a Texas LLC. Accordingly, a foreign filing entity that is a general partner of a Texas LP or a managing fellow member or manager of a Texas LLC may exist required to annals to transact business organisation in Texas. Foreign entities should consult with their legal counsel to decide whether registration with the Texas secretarial assistant of land is required.
Must a foreign business trust qualify or register to transact business in Texas?

Yes. A foreign business trust has been required to register with the secretary of state if it is transacting concern in Texas since January 1, 2006, the effective appointment of the BOC. Come across Class 312 (Word, PDF).
Does an out-of-land LLP accept to annals with the secretary of state before it transacts business in Texas? If the underlying partnership of the out-of-country LLP is an LP, does the underlying out-of-state LP also accept to register?

Yes. §152.901 et seq. See Form 307 (Word, PDF). The fee for registration is $200 for each general partner that resides in Texas, but no less than $200 and no more than $750. LLP registrations must be renewed each year. See Form 308 (Discussion, PDF). If the underlying partnership is an LP, the LP must besides file a carve up application for registration. The fee for this 1-time registration is $750. See Form 306 (Word, PDF).
Are not-U.South. businesses transacting business in Texas required to register to transact business in Texas? Are they subject area to Texas state franchise taxes?

Yes. Non-U.S. corporations, LLCs, LPs and fiscal institutions must annals with the secretarial assistant of state earlier transacting business in Texas. Such entities are subject to land franchise tax and federal income revenue enhancement on certain income. For more data about federal taxes, visit www.IRS.gov or telephone call (800) 829-3676. For information on land taxes, visit the Comptroller of Public Accounts or call (800) 252-1381.

Name Registrations

Tin I file an awarding for registration online?
What is a name registration?
Should I file a name registration or an application for registration?
If a strange entity intends to or is already transacting business in Texas, what are the penalties for not registering with the secretarial assistant of country?
Can a licensed professional who is a fellow member of a professional association or professional person corporation in another state practice business organisation 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 secretarial assistant of state?
Does a strange entity that qualifies or registers to transact business in Texas nether an assumed name take to conduct its business nether that assumed name in Texas, that is, must the assumed name be used on signs, brochures, business organisation cards, contracts, and the like?
Can I register my out-of-state series LLC to transact business in Texas?
My foreign business organisation is trying to obtain a license from another state agency. Do I accept to file an awarding for registration with the secretary of land?
Volition I have a late filing fee?

Can I file an application for registration online?

Yes. Applications for registration can be filed online through SOSDirect 24 hours a day, 7 days a week.
What is a proper name registration?

A name registration is a filing that tin can be made past an organization that is authorized to do business in Texas as a bank, trust company, savings association, or insurance company, or that is a foreign filing entity not registered to transact business in Texas under the Texas Business organization Organizations Code. In order to approve a name registration, the proper name must be distinguishable in the records of the secretary of state from the name of an existing filing entity, foreign filing entity, name reservation or other name registration.
Should I file a proper noun registration or an application for registration?

It depends. Filing a name registration does not requite an entity the say-so to transact business in Texas. A valid proper name registration precludes another entity from filing nether a legal or fictitious name that is not distinguishable in the records of the secretary of country. A name registration is valid for 1 year and may be renewed.

An application for registration, formerly called a certificate of authorization, is filed by a foreign corporation, express liability company, limited partnership, limited liability partnership, professional person association, or other strange entity as listed in section nine.001 of the Texas Business Organizations Code when the entity will be transacting business in Texas. Filing an application for registration gives a foreign filing entity the authorisation to transact business in Texas. Still, the need to file an awarding for registration depends on the nature and extent of the activities of the entity in Texas. In improver, a foreign entity may need to file an application for registration with the secretary of state in club to come across other state law requirements.

If you are unsure whether to file a name registration or application for registration, delight contact your private attorney.
If a foreign entity intends to or is already transacting business organization in Texas, what are the penalties for non registering with the secretarial assistant of state?

If a foreign entity transacts concern in Texas without registering,
- the entity cannot maintain an activity, suit, or proceeding in a Texas courtroom 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 accept been imposed if the entity had registered when commencement required; and
- if the entity has transacted business in the state for more xc (90) days, the secretarial assistant of state volition impose a late filing fee for an awarding for registration equal to the registration fee for each agenda year or part of a calendar year of delinquency.
Try Our Late Fees Figurer! (XLS)
Tin a licensed professional person who is a member of a professional association or professional person corporation in another land practise business organisation in Texas using that foreign professional clan or corporation?

Under the Texas Business concern Organizations Code, a foreign professional person corporation or foreign professional association can file an application for registration. See Form 303 (Word, PDF) or 311 (Word, PDF). Yet, the licensed professional should contact the Texas board or licensing authority for the profession regarding other legal requirements that must be met before rendering services in Texas.
Does a foreign entity that registers to transact business in Texas have to file an annual report with the secretary of land?

Foreign entities that are field of study to state franchise taxes must file an almanac franchise tax report with the Texas Comptroller of Public Accounts. As part of the study, foreign corporations, professional person associations, LLCs, and certain express partnerships that are subject to franchise taxes must file a Public Information Study (PIR) that lists the names of their governing persons at the time the report is filed.

Strange nonprofit corporations and certain foreign express partnerships that are not subject to franchise taxes are required to file a periodic report with this office non more than than once every iv years. The secretarial assistant of state will ship a study find to the registered agent/office address on file when it is time for the entity to file its periodic report.
Does a foreign entity that qualifies or registers to transact business in Texas under an assumed name have to comport 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?

The governing statutes provide that when a foreign entity qualifies to transact business under an assumed name information technology must conduct its business with that assumed name. The statute does non provide specific information as to implementation. Nevertheless, the secretary of state interprets the statute as intending to avoid confusion between the strange entity and an entity already doing business in Texas. Therefore, use of the assumed name is required to avert defoliation.
Can I register my out-of-state series LLC to transact business in Texas?

Yes. A serial LLC formed nether the laws of another jurisdiction volition be treated as a single legal entity for qualification purposes. The LLC itself rather than the private series should register as the legal entity that is transacting business in Texas. The secretary of state has a separate application for registration class for foreign series LLC. See Grade 313 (Word, PDF). If each or any series of the LLC transacting business in Texas transacts business nether a proper name other than the proper name of the LLC, the LLC must file an assumed name certificate in compliance with chapter 71 of the Texas Business organisation & Commerce Code. Run across Form 503 (Word, PDF).
My strange business concern is trying to obtain a license from another state agency. Do I have to file an awarding for registration with the secretary of land?

Possibly. In that location are iii considerations you should take into account. Starting time, do yous take a foreign filing entity, as described in BOC §9.001? If so, the 2d consideration is whether the foreign filing entity is transacting business in Texas? If you accept a foreign filing entity that is transacting business organization in Texas, yous must file an application for registration with the secretary of state. See Forms 301-312.

If you have a foreign filing entity that is not transacting business in Texas, the third consideration is whether registration is a prerequisite to obtaining the license you are seeking. You volition need to contact the bureau or office that issues the license to decide whether registration with the secretary of state is a requirement.
Will I have a late filing fee?

All foreign entities are given a 90 day grace period to register with the secretary of state subsequently initially transacting concern in Texas. An entity that registers during the grace menstruum will not be charged late filing fees. Entities that annals subsequently the grace catamenia are charged belatedly filing fees. Belatedly filing fees are determined by multiplying the number of whole or partial agenda years that accept passed since the appointment the entity initially transacted business concern 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 organization in Texas since June ane, 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 $iii,750.
(The following entity types are non charged late fees for years prior to 2006: professional corporations, professional person associations, business trusts, existent estate investment trusts, and other foreign entities not required to annals under prior law.)

In improver to penalties for late registration, if a foreign entity transacts business organization in Texas without registering,
- The entity cannot maintain an action, suit, or proceeding in a Texas court until it registers.
- The attorney general tin can enjoin the entity from transacting business in Texas.
- The entity is subject field to a civil penalty equal to all fees and taxes that would take been imposed if the entity had registered when first required.

Amending a Registration

Nether what circumstances am I required to file an amendment to my registration?
If a foreign entity registered to transact business in Texas ceases to be in its jurisdiction of organization because it merges into another foreign entity, what needs to be filed?
What needs to exist 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 unlike type of entity?
How tin can I change the entity address as listed in the secretary of land's records?

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

A strange filing entity is required to file an amendment to its registration when the foreign entity:
- Changes its proper noun, or
- Changes the business organisation or action stated in its application for registration.
Additionally, a foreign entity that is a limited partnership must file an amendment to its registration to reverberate:
- The access of a new general partner;
- The withdrawal of a general partner; and
- A change in the name of the full general partner stated in its awarding for registration.
Strange filing entities are required to file an subpoena with the secretary of state on or before the 91st day of the change. See Class 406 (Word, PDF) and Form 412 (Give-and-take, PDF)
If a foreign entity registered to transact business organisation in Texas ceases to be in its jurisdiction of organization considering it merges into another foreign entity, what needs to be filed?

When a foreign entity merges out of beingness in its jurisdiction of organization, it may:
- File a statement terminating its registration if the foreign entity surviving the merger will not be transacting business organisation in Texas or if the strange entity surviving the merger already holds a registration to transact concern in Texas (Class 612 (Word, PDF); or
- File an amendment to its registration so that a surviving strange 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 organisation ("re-domesticates") or files a conversion to catechumen to a different type of entity?

If a foreign entity "re-domesticates" or files a conversion to simply modify its jurisdiction of germination and does not change its entity type, it can improve its registration to reflect its new jurisdiction of organization past filing Class 406 (Word, PDF). However, if the registered foreign entity converts to another type of entity, it can amend its registration and so that the converted entity succeeds to its registration by filing Form 422 (Word, PDF).

How can I alter the entity address as listed in the secretary of state'south records?

The process for changing the entity address in the secretarial assistant of country'south records depends on the source of the address, which varies by entity blazon. A reference to an "entity address" does not include the registered function address. Changes to the registered agent or registered office data must always exist filed with the secretary of state and comply with applicable statutory requirements. Meet Forms 401 and 408.

Summary chart of procedure and forms for changing the entity address with the secretary of state:

Blazon of Entity	Source of entity address	Procedure for changing entity address	Class
Foreign filing entity	Chief office address stated in application for registration.	Amend the registration.	Grade 406, 407, or 412

Termination or Withdrawal of a Registration

My foreign entity has decided to close its function in Texas and will no longer be doing concern in the state. What practice I demand to file?
My foreign entity withdrew its registration to transact business in Texas last yr and we recently moved our function. Can I update the forwarding address for service of procedure information on file with the secretarial assistant of state?
My foreign entity ceased to exist in its jurisdiction of system 2 years ago, but the secretary of state's records still bear witness that it has an active registration. What practice I need to file?
My strange entity has an active registration with the secretary of state, but will exist filing a conversion to convert the foreign entity to a Texas filing entity. Does the foreign entity demand to withdraw its registration earlier it can file the document of conversion in Texas?

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

If the foreign entity will keep to exist in its jurisdiction of organization, but will just cease to transact business in Texas, the entity may withdraw its registration by filing Course 608 (Word, PDF). Unless the foreign entity is a nonprofit corporation, the document of withdrawal must include a Certificate of Account Status from the Texas Comptroller of Public Accounts. For further data, contact the Texas Comptroller of Public Accounts at:

(512) 463-4600 or (800) 252- 1381
TDD (800) 248-4099
east-post

By filing the certificate of withdrawal, the foreign entity revokes the authorization of the entity's registered agent to take service of process in Texas and consents that service of procedure may exist made on the foreign filing entity by serving the secretarial assistant of country.
My foreign entity withdrew its registration to transact business in Texas final year and we recently moved our function. Can I update the forwarding accost for service of process data on file with the secretary of country?

Yeah. The forwarding address for service of procedure information tin be updated by sending written notification to the secretary of country. The written notice should include the proper name of the entity at the time of its withdrawal, the new address to which the secretarial assistant of land may mail of re-create of whatever process against the strange filing entity served on the secretary of state, and the file number issued by the secretary of state, if known. In that location is no fee for updating the forwarding address.
My strange entity ceased to be in its jurisdiction of organization two years ago, only the secretary of state'southward records still bear witness that it has an active registration. What do I need to file?

If the foreign entity has ceased to exist in its jurisdiction of system, and its registration is not being succeeded pursuant to a merger or conversion, so the entity must end its registration. This is done by submitting a certificate from the proper filing officer in the entity's jurisdiction of germination (commonly the secretarial assistant of land) evidencing the termination. The certificate can either be a document evidencing the fact that the entity has dissolved, merged, etc., or it tin can be a certified copy of the dissolution, merger or conversion. Grade 612 (Discussion, PDF) can be used as a cover letter to the certificate required for termination. The filing fee is $15 ($5 for nonprofit corporations and cooperative associations).
My foreign entity has an agile registration with the secretary of state, merely will be filing a conversion to catechumen 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?

No; the registration of a foreign filing entity that converts to a Texas filing entity will be automatically withdrawn on the filing of the certificate of conversion. See BOC § ix.012.

Revocation and Reinstatement of a Registration

Under what circumstances can the secretary of state revoke the registration of a foreign entity?
If a foreign nonprofit corporation or foreign LP has had its registration revoked for its failure to file a Periodic Study, how and when can it be reinstated?
If a strange entity is forfeited for failure to file franchise tax returns and/or pay franchise taxes, is there a fourth dimension-limit for reinstatement?
If a strange entity's registration is revoked for not-tax reasons, is there a deadline for reinstatement?

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

Department 9.101 of the BOC authorizes the secretary of state to revoke a foreign filing entity's registration when the secretary of state finds that the entity has failed to:
- 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 function in Texas as required by law; or
- Amend its registration when required by police force.
The secretarial assistant of state is required to provide the foreign entity with written notice of the delinquency or deficiency earlier taking activity to revoke its registration. Failure to correct the deficiency or delinquency before the 91st day after the date find was mailed will result in the revocation of the foreign entity'southward registration.

Section ix.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 connectedness with the application for registration, or
- Payment of the fee was dishonored when presented past the land for payment.
However, under the circumstances described above, the secretary of state may have action to revoke the registration of the foreign entity when the entity fails to take activeness to correct the deficiency within 15 days from the date detect of the deficiency was mailed to the entity.

Any notice sent by the secretary of state will be sent to the foreign entity'southward registered office address or principal identify 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 strange express partnership also may have its registration revoked nether 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 tin it be reinstated?

To reinstate its registration, a foreign nonprofit corporation or LP must file the required study (See Form 802, Word, PDF) for nonprofit corporations; Form 804 (Word, PDF for LPs), pay the appropriate filing fee and belatedly fee, and pay all taxes, penalties and involvement due (if applicable). LPs must adhere to the periodic report a tax clearance letter from the Texas Comptroller of Public Accounts stating that the entity has satisfied all of its franchise revenue enhancement obligations and is eligible for reinstatement. There is no fourth dimension limit for when the foreign nonprofit corporation or LP can reinstate its registration
If a foreign entity is forfeited for failure to file franchise revenue enhancement returns and/or pay franchise taxes, is there a fourth dimension-limit for reinstatement?

No. When a foreign entity fails to file franchise revenue enhancement reports and/or pay franchise taxes, the secretarial assistant of country is authorized under the Texas Tax Code to forfeit its registration to transact business concern. An entity forfeited under the Revenue enhancement Lawmaking can reinstate at whatsoever fourth dimension (so long as the entity would otherwise continue to be) by (1) filing all required franchise tax reports, (ii) paying all franchise taxes, penalties, and involvement, and (3) filing an awarding for reinstatement (Course 801 Word, PDF), accompanied by a tax clearance letter from the Texas Comptroller of Public Accounts stating that the entity has satisfied all of its franchise tax obligations and is eligible for reinstatement.

If a strange entity'southward registration is revoked for non-revenue enhancement reasons, is there a borderline for reinstatement?

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

	Nonprofit corporations	Limited partnerships	All other strange entities
Foreign entity whose registration has been revoked	No time limit if the entity's registration was revoked for failing to file a periodic report; otherwise, 36 months from the date of revocation.	No time limit if the entity's registration was revoked for failing to file a periodic report; otherwise, 36 months from the appointment of revocation.	36 months