Foreign LLC Certificate of Authority / Application for Registration — Texas
FOREIGN LLC CERTIFICATE OF AUTHORITY — APPLICATION FOR REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANY — TEXAS
TABLE OF CONTENTS
- Overview and When Registration Is Required
- Pre-Filing Compliance Checklist
- Application Form 304 — Template
- Filing Fee Schedule
- Name Distinguishability and Assumed Name Procedure
- Post-Qualification Ongoing Compliance
- Texas Franchise Tax Obligations
- Registered Agent and Office Maintenance
- Withdrawal Procedure (Form 612)
- Texas Practice Notes
- Sources and References
1. OVERVIEW AND WHEN REGISTRATION IS REQUIRED
Pursuant to Tex. Bus. Orgs. Code (BOC) § 9.001, a foreign filing entity may not transact business in Texas until it registers with the Texas Secretary of State.
A foreign LLC is a "foreign filing entity" if it is organized under the laws of any state other than Texas, the District of Columbia, or any foreign country. The registration requirement applies to all foreign LLCs that "transact business" in Texas.
1.1 Activities NOT Constituting Transaction of Business (BOC § 9.251)
| Activity | Requires Registration |
|---|---|
| Maintaining or defending a legal proceeding | No |
| Holding meetings of members or managers | No |
| Maintaining bank accounts | No |
| Maintaining offices solely for transfer of the LLC's own securities | No |
| Voting LLC interests | No |
| Effecting sales through independent contractors | No |
| Soliciting orders accepted outside Texas | No |
| Creating, acquiring, or selling debts or mortgages | No |
| Securing or collecting debts on behalf of the LLC | No |
| Transacting business in interstate commerce | No |
| Conducting isolated transactions completed within 30 days, not in the course of repeated transactions | No |
| Investing in or acquiring royalties or other nonoperating interests in oil, gas, or mineral interests | No |
1.2 Activities That GENERALLY Require Registration
| Activity | Requires Registration |
|---|---|
| Maintaining a Texas office or place of business | Yes |
| Employing Texas workers performing services in Texas | Yes |
| Owning or leasing income-producing Texas real property | Yes |
| Providing repeated services to Texas customers in Texas | Yes |
| Holding a Texas business license or permit | Yes |
| Bidding on Texas contracts requiring registered status | Yes |
1.3 Consequences of Failure to Register (BOC § 9.201; § 9.301)
| Consequence | Detail |
|---|---|
| Civil penalty | Amount equal to all fees and taxes that would have been imposed if the entity had registered when first required (BOC § 9.054(c)) |
| Bar to suit | Foreign LLC may not maintain action, suit, or proceeding in any Texas court until registered (BOC § 9.051(b)) |
| Attorney General injunction | AG may sue to enjoin transacting business in Texas (BOC § 9.052) |
| Late filing fee | Equal to the registration fee ($750) for each calendar year or partial year the LLC transacted business unregistered (BOC § 9.054(c); § 9.301) |
| Contracts preserved | Contracts and acts NOT void or voidable solely by failure to register (BOC § 9.051(c)) |
1.4 90-Day Grace Period
Under BOC § 9.054(c), a foreign LLC that transacts business in Texas for more than 90 days without registering is subject to the late filing fee. There is no penalty for registration within the first 90 days of doing business.
2. PRE-FILING COMPLIANCE CHECKLIST
☐ Home-state status verified. Confirm LLC is in existence and good standing in its jurisdiction of formation.
☐ Certificate of Existence (Certificate of Good Standing) obtained. Issued by the official having custody of LLC records in the home jurisdiction. The SOS generally requires the certificate to be dated within 90 days of submission.
☐ Name availability searched. Run preliminary name search at https://mycpa.cpa.state.texas.gov/coa/ and https://www.sos.state.tx.us/corp/sosda/index.shtml to confirm distinguishability under BOC Chapter 5.
☐ Name compliance with BOC Chapter 5 confirmed. Name must contain a permitted indicator (e.g., "Limited Liability Company," "Limited Company," "L.L.C.," "L.C.," "LLC," "LC"). Name may not contain restricted words (e.g., "Bank," "Trust," "Insurance," "College") without separate regulatory consent.
☐ Assumed Name selected (if needed). If home-state name is not available or unavailable, adopt an assumed name under BOC § 5.051 and file Form 503 (Assumed Name Certificate) with the SOS. May also be required at county clerk level.
☐ Texas registered agent appointed. Either (a) an individual Texas resident with a Texas address, or (b) a registered organization with a Texas registered office address. The agent must consent in writing on Form 401-A (or the consent block within Form 304).
☐ Texas registered office address identified. Must be a physical street address (no P.O. boxes); typically the same address as the registered agent.
☐ Date the LLC began transacting business in Texas determined. Critical for assessing late filing fees. If business commenced more than 90 days before filing, late fees apply.
☐ Late filing fee budgeted (if applicable). $750 per year (or partial year) of unregistered business activity, in addition to the $750 registration fee.
☐ Series LLC determination. If the home-state LLC is a series LLC, use Form 313, not Form 304. Each series may need to be listed and may be treated separately for Texas franchise tax purposes.
☐ Federal EIN obtained.
☐ Texas Comptroller franchise tax account established. All registered foreign LLCs must be set up for franchise tax reporting. Comptroller assigns Texas Taxpayer ID (11-digit) following SOS registration.
☐ Texas sales and use tax permit obtained (if applicable). Required before making sales of taxable items in Texas.
☐ Local business licenses identified. Texas municipalities (Austin, Houston, Dallas, San Antonio) impose local licensing requirements.
☐ Operating Agreement reviewed.
☐ Filing fee and payment method prepared. $750 filing fee plus optional expedite fees. Payable to "Secretary of State."
☐ Authorized signatory identified. Member, manager, or authorized person.
☐ Texas attorney review completed.
3. APPLICATION FORM 304 — TEMPLATE
Texas Secretary of State
APPLICATION FOR REGISTRATION OF A FOREIGN LIMITED LIABILITY COMPANY
Pursuant to Tex. Bus. Orgs. Code § 9.001 et seq.
Filing Fee: $750.00 — Submit in duplicate if filing by mail or fax.
ENTITY INFORMATION
1. Name of the Foreign Limited Liability Company:
[____________________________________________________________]
1A. Assumed Name in Texas (complete only if name in Item 1 is not available or fails BOC Chapter 5):
[____________________________________________________________]
2. The federal employer identification number (FEIN) of the entity is:
[__-__________]
(May also be obtained later from IRS if not yet issued.)
3. The entity is a foreign limited liability company organized under the laws of:
State, foreign country, or other jurisdiction of formation:
[____________________________________________________________]
Date of formation in that jurisdiction:
[__/__/____]
The period of duration of the LLC is:
☐ Perpetual
☐ Until: [__/__/____]
4. The principal office address of the LLC is:
[____________________________________________________________]
[CITY] [____] [STATE] [____] [ZIP / POSTAL CODE] [____________]
[COUNTRY (if not USA)] [________________________________]
5. REGISTERED AGENT AND REGISTERED OFFICE IN TEXAS
Complete EITHER 5A (individual resident agent) OR 5B (organization registered agent).
5A. The registered agent is an individual resident of Texas:
| Field | Entry |
|---|---|
| Full name | [________________________________] |
| Texas street address (no P.O. box) | [________________________________] |
| City | [________________________________] |
| State | TX |
| ZIP | [____________] |
5B. The registered agent is an organization authorized to transact business in Texas:
Name of organization: [________________________________]
Texas registered office street address: [________________________________]
City: [________________________________] State: TX ZIP: [____________]
Consent of registered agent: The undersigned registered agent has consented to serve as registered agent for the foreign LLC. (Consent may be in writing on Form 401-A or stated below.)
Signature of registered agent: [____________________________________________________________]
Date of consent: [__/__/____]
6. PURPOSE / NATURE OF BUSINESS
The purpose for which the foreign LLC is registered to transact business in Texas:
[____________________________________________________________]
[____________________________________________________________]
7. DATE THE LLC FIRST TRANSACTED BUSINESS IN TEXAS
The date on which the foreign LLC first began or will begin to transact business in Texas is:
[__/__/____]
8. STATEMENT ON ABILITY TO BE SUED IN HOME JURISDICTION
The foreign limited liability company is, as of the date of this Application, in existence in its jurisdiction of formation.
9. GOVERNING AUTHORITY
(Complete only if the LLC is managed by managers; if member-managed, indicate so.)
☐ The LLC will be managed by managers. Names and addresses of initial managers in Texas:
| Name | Address |
|---|---|
| [________________________________] | [________________________________] |
| [________________________________] | [________________________________] |
☐ The LLC will be managed by its members.
10. SUPPLEMENTAL PROVISIONS / INFORMATION
Additional information required by BOC § 9.005 (if any):
[____________________________________________________________]
[____________________________________________________________]
EXECUTION
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
Signature: [____________________________________________________________]
Type or print name: [____________________________________________________________]
Title / capacity (Manager, Member, Authorized Officer): [____________________________________________________________]
Date: [__/__/____]
Required attachments:
☐ Application for Registration (Form 304) — submit in duplicate if filing by mail or fax
☐ Certificate of Existence / Certificate of Good Standing from home jurisdiction (dated within 90 days)
☐ $750 filing fee — check or money order payable to "Secretary of State"
☐ Form 503 Assumed Name Certificate (if using assumed Texas name)
☐ Form 401-A Registered Agent Consent (if not included on Form 304)
Submit to: Texas Secretary of State, Corporations Section, P.O. Box 13697, Austin, TX 78711-3697. Fax: 512-463-5709 (with credit card authorization).
Online filing: Available through SOSDirect at https://direct.sos.state.tx.us/. Credit card payments incur a 2.7% processing fee (total $770.25).
4. FILING FEE SCHEDULE
| Filing / Service | Fee | Authority |
|---|---|---|
| Form 304 Application for Registration | $750.00 | BOC § 4.158 |
| SOSDirect credit card processing surcharge | 2.7% (≈ $20.25 on $750) | SOS administrative |
| Late filing fee (per calendar year or partial year of unregistered business) | $750.00 per year | BOC § 9.054(c) / § 9.301 |
| Form 313 (foreign series LLC) | $750.00 | BOC § 4.158 |
| Expedited service | $25.00 per document | BOC § 405.032 |
| Certificate of Existence (Form 309) post-registration | $15.00 | BOC § 4.005 |
| Certificate of Fact (status) | $15.00 | BOC § 4.005 |
| Plain copy of filed document | $1.00 per page | BOC § 4.005 |
| Certified copy of filed document | $15.00 plus $1.00 per page | BOC § 4.005 |
| Name reservation (Form 501, 120 days) | $40.00 | BOC § 4.151 |
| Assumed Name Certificate (Form 503) | $25.00 | BOC § 4.158 |
| Amendment of Registration (Form 406) | $150.00 | BOC § 4.158 |
| Certificate of Withdrawal (Form 612) | $15.00 | BOC § 4.158 |
| Public Information Report (annual) | $0 — required filing | Tex. Tax Code § 171.203 |
| Franchise tax (no-tax-due) | $0 if revenue ≤ threshold | Tex. Tax Code Ch. 171 |
Payment: Check, money order, LegalEase, or credit card via SOSDirect. Checks payable to "Secretary of State."
Mailing address: Texas Secretary of State, Corporations Section, P.O. Box 13697, Austin, TX 78711-3697.
5. NAME DISTINGUISHABILITY AND ASSUMED NAME PROCEDURE
5.1 Texas Name Requirements (BOC Chapter 5)
The name of the foreign LLC (or assumed Texas name) must:
☐ Include a recognized term of organization for an LLC per BOC § 5.056 ("Limited Liability Company," "Limited Company," "L.L.C.," "L.C.," "LLC," or "LC");
☐ Not contain words or phrases indicating the LLC engages in a business it is not authorized to pursue (BOC § 5.052);
☐ Not be the same as, deceptively similar to, or similar to the name of an existing domestic or foreign filing entity, name reservation, or name registration on file with the SOS (BOC § 5.053);
☐ Not contain words restricted by other statutes (e.g., "Bank," "Trust," "Insurance," "Engineer," "Architect") without separate regulatory consent.
5.2 Distinguishability Standard
BOC § 5.053 prohibits names that are merely "similar" — a stricter standard than "distinguishable upon the records" used in many states. The SOS may reject a name even where it differs slightly from an existing name.
Letters of Consent (Form 509) from an existing entity holding a similar name may, in some cases, permit registration.
5.3 Assumed Name Procedure
If the home-state name is unavailable or fails BOC Chapter 5, the LLC must adopt an assumed name in Texas. Procedure:
| Step | Detail |
|---|---|
| 1. Recital on Form 304 | State the assumed name in Item 1A |
| 2. File Assumed Name Certificate (Form 503) | $25 fee; filed with SOS |
| 3. County clerk filing | Some counties require additional Assumed Name Certificate filings at county clerk level under Tex. Bus. & Comm. Code § 71.103 |
| 4. Use | LLC must use the assumed name on Texas signage, contracts, invoices, and tax filings; the home-state legal name remains for all other purposes |
| 5. Duration | Assumed Name Certificate is effective for up to 10 years; renewable |
5.4 Name Reservation (Optional)
Reserve a Texas name or assumed name for 120 days using Form 501, fee $40. Reservation is not required to file Form 304 but useful when filing is delayed.
6. POST-QUALIFICATION ONGOING COMPLIANCE
6.1 Compliance Calendar Summary
| Filing / Obligation | Due Date | Fee | Authority |
|---|---|---|---|
| Texas Comptroller franchise tax registration | Automatic upon SOS registration | $0 | Tex. Tax Code § 171.001 |
| Annual Public Information Report (Form 05-102) | May 15 each year | $0 | Tex. Tax Code § 171.203 |
| Annual Franchise Tax Report (No Tax Due Form 05-163, or Form 05-158-A/B) | May 15 each year | $0 if revenue ≤ no-tax-due threshold | Tex. Tax Code § 171.202 |
| Amendment of Registration (Form 406) — name, jurisdiction, or capacity change | Within reasonable time | $150 | BOC § 9.101 |
| Change of Registered Agent / Office (Form 401) | Within reasonable time | $15 | BOC § 5.202 |
| Assumed Name Certificate renewal | Every 10 years | $25 | Tex. Bus. & Comm. § 71.151 |
| Texas sales tax returns | Monthly / quarterly / annual based on volume | — | Tex. Tax Code Ch. 151 |
6.2 Annual Franchise Tax / Public Information Report
The Texas Comptroller administers two related annual filings due each May 15:
| Form | Who Files | Purpose |
|---|---|---|
| Form 05-102 Public Information Report (PIR) | All registered LLCs | Updates ownership, manager, registered agent information; serves as Texas "annual report" |
| Form 05-163 No Tax Due Information Report | LLCs with annualized total revenue ≤ no-tax-due threshold | Reports zero tax liability |
| Form 05-158-A / 05-158-B Franchise Tax Report | LLCs with annualized total revenue > no-tax-due threshold | Reports franchise tax on margin |
The "no tax due" threshold for reports originally due on or after January 1, 2024 is $2,470,000 in annualized total revenue. Below this threshold, no franchise tax is owed but the PIR must still be filed.
6.3 Amendment of Registration (Form 406)
File an Amendment of Registration when:
☐ Home-state LLC changes its name (attach updated Certificate of Existence in new name);
☐ Texas assumed name changes;
☐ Jurisdiction of formation changes;
☐ Capacity in which LLC will operate in Texas changes;
☐ Series LLC structure changes (re-file using Form 313).
Fee: $150. Filing officer: Secretary of State.
6.4 Change of Registered Agent or Office (Form 401)
| Change | Form | Fee |
|---|---|---|
| Change of registered agent or office | Form 401 | $15 |
| Resignation of registered agent | Form 402 | $15 |
| Statement by registered agent of change of name or address | Form 408 | $15 |
A change must be reported promptly; failure to maintain a registered agent and office is grounds for involuntary revocation under BOC § 9.101.
6.5 Involuntary Revocation (BOC § 9.151–9.156)
The Secretary of State may revoke registration for:
| Ground | Cure |
|---|---|
| Failure to maintain registered agent and office | File Form 401 / 402 |
| Failure to file required reports or pay franchise tax | File reports, pay tax and penalties; Comptroller issues tax clearance |
| Procurement of registration through false statements | Generally not curable |
| Continued exceeding/abusing authority under BOC | Counsel-driven response |
Reinstatement (Form 811) requires Comptroller tax clearance and $75 reinstatement fee plus delinquent annual reports.
7. TEXAS FRANCHISE TAX OBLIGATIONS
7.1 Overview
Texas does not have a corporate or individual income tax. Instead, it imposes a franchise tax (Tex. Tax Code Chapter 171) on entities chartered or registered to transact business in Texas, including foreign LLCs.
7.2 No-Tax-Due Threshold
For reports originally due on or after January 1, 2024:
| Annualized Total Revenue | Franchise Tax Owed |
|---|---|
| $0 – $2,470,000 | $0 (No Tax Due — file Form 05-163) |
| Above $2,470,000 | Tax on taxable margin |
The threshold is adjusted biennially for inflation. Confirm current threshold with Comptroller.
7.3 Calculation of Tax (above threshold)
Tax = Lower of:
| Method | Rate |
|---|---|
| Total revenue minus cost of goods sold | 0.75% (retail/wholesale: 0.375%) |
| Total revenue minus compensation | 0.75% (retail/wholesale: 0.375%) |
| Total revenue × 70% | 0.75% (retail/wholesale: 0.375%) |
| Total revenue minus $1,000,000 | 0.75% (retail/wholesale: 0.375%) |
7.4 EZ Computation (election)
LLCs with annualized total revenue of $20,000,000 or less may elect EZ Computation: 0.331% × total revenue. No deductions.
7.5 Penalties
Failure to file or pay timely:
| Period of Delay | Penalty |
|---|---|
| 1–30 days late | 5% of tax due |
| More than 30 days late | 10% of tax due, plus interest |
| Failure to file (forfeiture) | Loss of LLC's right to transact business; loss of corporate veil; loss of standing in court |
7.6 Combined Reporting
Affiliated LLCs may be required to file a combined franchise tax report (Tex. Tax Code § 171.1014).
7.7 Sales and Use Tax
If the LLC sells tangible personal property or taxable services in Texas, register for a Sales and Use Tax Permit (Form AP-201). No fee. Texas state sales tax is 6.25% plus local rates up to 2% (total cap 8.25%).
8. REGISTERED AGENT AND OFFICE MAINTENANCE
8.1 Statutory Obligation
BOC § 5.201 et seq. requires every registered foreign LLC to continuously maintain in Texas:
☐ A registered agent — either an individual Texas resident with a Texas address, or a domestic or foreign organization authorized to transact business in Texas with a Texas registered office; AND
☐ A registered office — a physical street address in Texas (no P.O. boxes).
8.2 Changing the Registered Agent or Office
| Change | Form | Fee |
|---|---|---|
| Statement of Change of Registered Office, Registered Agent, or Both (filed by the entity) | Form 401 | $15 |
| Statement of Change of Address of Registered Office by Registered Agent | Form 408 | $15 |
| Statement of Resignation of Registered Agent | Form 402 | $15 |
8.3 Consequences of Failure to Maintain Agent
Failure to maintain a registered agent and office is independent grounds for involuntary revocation of registration under BOC § 9.151. The SOS sends notice; the LLC has 90 days to cure.
9. WITHDRAWAL PROCEDURE (FORM 612)
When the foreign LLC ceases to transact business in Texas, it must file a Certificate of Withdrawal to stop accrual of franchise tax and registered-agent obligations.
9.1 Statutory Authority
Tex. Bus. Orgs. Code § 9.011 (Certificate of Withdrawal); § 9.151 (Withdrawal of registration); Tex. Tax Code § 171.302 (Tax clearance prerequisite).
9.2 Pre-Withdrawal Checklist
☐ All Texas franchise tax reports filed through current period
☐ All Texas sales and use tax returns filed
☐ All Texas employer tax obligations satisfied
☐ Texas Comptroller Certificate of Account Status for Termination/Withdrawal obtained (Form 05-359 or Webfile-generated PDF)
☐ All known Texas creditors and obligations addressed
☐ Member or manager authorization to withdraw documented
9.3 Form 612 — Certificate of Withdrawal
Required content (BOC § 9.011):
| Element | Detail |
|---|---|
| Name of foreign LLC and Texas SOS file number | Required |
| Jurisdiction of formation | Required |
| Statement of withdrawal | "The entity surrenders its registration to transact business in Texas." |
| Revocation of registered agent | Statement revoking authority of registered agent to accept service of process |
| Consent to service via Secretary of State | Statement that LLC consents to service of process via the SOS for actions accruing during registration |
| Forwarding address | Address to which the SOS will forward any served process |
| Tax clearance attachment | Comptroller Certificate of Account Status for Termination/Withdrawal |
Fee: $15.
9.4 Tax Clearance from Comptroller
Tex. Tax Code § 171.302 requires Comptroller tax clearance before the SOS will accept a Certificate of Withdrawal. Obtain via Webfile:
| Step | Detail |
|---|---|
| 1. Log in to Comptroller eSystems | https://comptroller.texas.gov/taxes/franchise/ |
| 2. Select "Request a Certificate for Termination (Certificate of Account Status)" | From Franchise Tax Menu under Account Self-Service |
| 3. System verifies tax compliance | Generates PDF if all returns filed and taxes paid |
| 4. Attach PDF to Form 612 | Required for SOS acceptance |
If Webfile cannot generate the certificate (combined groups, LLPs, etc.), use paper Form 05-359 (Certificate of Account Status). Processing time: 4–8 weeks.
9.5 Effect of Withdrawal
Upon SOS acceptance of Form 612, the LLC's authority to transact business in Texas terminates. Continuing obligations:
☐ LLC remains subject to service of process via SOS for matters accruing during registration;
☐ Franchise tax liability ceases as of the withdrawal effective date;
☐ Registered agent authority is revoked.
10. TEXAS PRACTICE NOTES
10.1 The $750 fee is the highest in the nation. Combined with potential late-registration penalties of $750 per year, Texas is the costliest state in which to be a delinquent foreign LLC. Encourage clients to register PROMPTLY upon commencing Texas activities — within the 90-day grace period.
10.2 Texas Comptroller franchise tax is automatic. Upon SOS registration, the Comptroller opens a franchise tax account and expects annual filings (PIR + No Tax Due Report at minimum). Failure to file forfeits the LLC's right to transact business and pierces the limited liability shield (Tex. Tax Code § 171.255).
10.3 Forfeiture of corporate veil (Tex. Tax Code § 171.255). When franchise tax forfeiture occurs, each director and officer of the corporation (or member/manager of the LLC) is personally liable for debts created or incurred during the forfeiture period. This is a major and unusual Texas exposure; advise clients vigilantly.
10.4 Series LLCs. Texas recognizes series LLCs (BOC § 101.601 et seq.). A foreign series LLC must register on Form 313 (not Form 304) and identify each protected series. Series may be treated as separate entities for franchise tax (Tex. Comptroller Rule 3.587(c)). Counsel must analyze before filing.
10.5 Assumed Name Certificate may also require county filing. Some Texas counties (rare for LLCs but check) require assumed name filings at the county clerk level under Tex. Bus. & Comm. Code § 71.103, in addition to Form 503 with the SOS.
10.6 Public Information Report is publicly searchable. Form 05-102 lists members, managers, and registered agent in a publicly accessible Comptroller database. Plan for privacy implications.
10.7 Service of Process. Tex. Civ. Prac. & Rem. Code § 17.044 permits service on a foreign LLC's registered agent. If the agent cannot be found with reasonable diligence, service may be made on the Secretary of State (BOC § 5.251), who forwards to the LLC's last known address. Keep the SOS-forwarding address current.
10.8 Professional Service LLCs. Texas recognizes PLLCs (BOC § 304). Foreign LLCs providing licensed professional services must qualify as foreign PLLCs and meet additional ownership and licensing requirements; standard Form 304 may not suffice.
10.9 Real Estate. Foreign LLCs holding Texas real property must register before suing for foreclosure, partition, or quiet title. Title insurance underwriters routinely require evidence of current registration.
10.10 Combined Group Considerations. Affiliated LLCs may form a Texas combined group for franchise tax purposes (Tex. Tax Code § 171.1014). Combined reporting can substantially alter tax exposure; coordinate with Texas CPA.
11. SOURCES AND REFERENCES
- Texas Business Organizations Code (BOC), Chapter 9 — Foreign Entities
- BOC § 9.001 — Application for registration
- BOC § 9.004 — Registration procedures
- BOC § 9.005 — Required information for foreign LLC
- BOC § 9.051 — Effect of registration; bar to suit pending registration
- BOC § 9.054 — Maintenance of registered agent; late registration fee
- BOC § 9.101 — Amendment of registration
- BOC § 9.151 — Withdrawal of registration; involuntary revocation
- BOC § 9.251 — Activities not constituting transaction of business
- BOC § 9.301 — Late filing fee (re-codified provision)
- BOC Chapter 5 — Names of entities; distinguishability; assumed names
- Tex. Tax Code Chapter 171 — Franchise tax
- Tex. Tax Code § 171.255 — Officer/member personal liability after forfeiture
- Tex. Tax Code § 171.302 — Tax clearance before withdrawal
- Tex. Bus. & Comm. Code § 71.101 et seq. — Assumed name filings
- Texas Secretary of State, Form 304 (Application for Registration of a Foreign LLC): https://www.sos.state.tx.us/corp/forms/304_boc.pdf
- Texas Secretary of State, Form 304 Instructions: https://www.sos.state.tx.us/corp/instructions/304.shtml
- Texas Secretary of State, Form 313 (Foreign Series LLC): https://www.sos.state.tx.us/corp/forms_boc.shtml
- Texas Secretary of State, Form 612 (Certificate of Withdrawal of Registration): https://www.sos.state.tx.us/corp/forms_boc.shtml
- Texas Secretary of State, Foreign or Out-of-State Entities FAQs: https://www.sos.state.tx.us/corp/foreignfaqs.shtml
- Texas Comptroller, Franchise Tax: https://comptroller.texas.gov/taxes/franchise/
- Texas Comptroller, Certificate of Account Status for Termination/Withdrawal: https://comptroller.texas.gov/taxes/franchise/certificate-letter-request.php
- Texas Comptroller, Franchise Tax Account Status Search: https://mycpa.cpa.state.tx.us/coa/
END OF TEMPLATE
About This Template
Starting a business means choosing a legal structure and filing the right paperwork to make it official. LLCs, corporations, and partnerships each have different tax, liability, and governance rules, and each state has its own filing forms and fees. Getting these documents right at the start protects your personal assets, sets up clean ownership terms between founders, and avoids expensive fixes later.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: May 2026
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