APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS IN TEXAS
(Foreign Qualification Application)
[// GUIDANCE: This template is designed to parallel the information requirements of the Texas Secretary of State’s “Application for Registration” for foreign filing entities (e.g., SOS Forms 301, 304, 306, 307). It is deliberately drafted in long‐form contract style to satisfy the client’s request for a comprehensive, court-ready instrument. Experienced practitioners may instead elect to file the official SOS short form. Insert or delete bracketed language as appropriate to the entity type (corporation, LLC, LP, etc.).]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Ongoing Obligations
- Default & Remedies
- Risk Allocation (Reserved)
- Dispute Resolution
- General Provisions
- Execution Block
- Annex A – Statutory Compliance Checklist
- Annex B – Withdrawal Procedures Overview
1. DOCUMENT HEADER
1.1 Title. Application for Authority to Transact Business in Texas (the “Application”).
1.2 Parties.
(a) Applicant: [Legal Name of Foreign Entity], a [jurisdiction] [entity type] (the “Applicant”).
(b) Filing Office: The Office of the Secretary of State of the State of Texas (the “Secretary of State”).
1.3 Recitals.
A. The Applicant was duly formed on [formation date] under the laws of [home jurisdiction] and is a “foreign filing entity” as defined in Tex. Bus. Orgs. Code § 1.002(27).
B. Pursuant to Tex. Bus. Orgs. Code § 9.001, a foreign filing entity must file an application for registration before “transacting business” in Texas.
C. The Applicant desires to transact business in Texas and therefore submits this Application in compliance with applicable law.
1.4 Effective Date. This Application shall become effective upon (i) filing by the Secretary of State or (ii) [delayed effective date if any—maximum 90 days], whichever occurs later (the “Effective Date”).
2. DEFINITIONS
For purposes of this Application, the following terms shall have the meanings set forth below. Defined terms appear capitalized throughout this document.
“Applicant” – see Section 1.2(a).
“BOC” – the Texas Business Organizations Code.
“Certificate of Existence” – a certificate or other official evidence of good standing or existence issued by the filing officer in the Applicant’s jurisdiction of formation, dated not more than 90 days prior to the date of filing this Application.
“Effective Date” – see Section 1.4.
“Principal Office” – the street address of the Applicant’s principal executive office, wherever located.
“Registered Agent” – the individual or entity appointed under Section 3.5 to receive service of process in Texas.
“Registered Office” – the street address in Texas of the Registered Agent, identical to the Registered Agent’s business address.
“Registration” – the certificate of registration issued by the Secretary of State upon approval of this Application.
“Secretary of State” – see Section 1.2(b).
3. OPERATIVE PROVISIONS
3.1 Legal Name. The legal name of the Applicant exactly as stated in its formation documents is: [Exact Legal Name].
3.2 Assumed Name (if any). If the name in Section 3.1 is unavailable in Texas, the Applicant shall transact business under the following assumed name compliant with Chapter 71, Texas Business & Commerce Code: [Assumed Name] (attach completed Assumed Name Certificate).
3.3 Entity Type, Jurisdiction & Date of Formation.
(a) Entity Type: [Corporation / Limited Liability Company / Limited Partnership / Other].
(b) Jurisdiction of Formation: [State, Territory, or Foreign Country].
(c) Formation Date: [MM/DD/YYYY].
(d) Period of Duration: [Perpetual / Term Expires MM/DD/YYYY].
3.4 Principal Office Address.
[Street Address]
[City, State, Zip, Country]
3.5 Registered Agent and Registered Office in Texas.
(a) Registered Agent Name: [Individual or Organization].
(b) Registered Office Street Address (no P.O. boxes):
[Street Address]
[City], Texas [Zip Code]
[County]
3.6 Purpose. The purpose of the Applicant in the State of Texas is to transact any and all lawful business for which entities of its type may be registered under the BOC, subject to the internal affairs doctrine and any limitations set forth in its formation documents.
3.7 Internal Affairs. The internal affairs of the Applicant shall remain governed by the laws of [home jurisdiction], except as to matters expressly governed by the BOC.
3.8 Certificate of Existence. A duly authenticated Certificate of Existence dated [date] is attached hereto as Exhibit A.
3.9 Supplemental Attachments. If applicable, the following are attached:
(a) Name consent letter (if name conflict exists).
(b) Assumed Name Certificate(s).
(c) Franchise tax public information report (if filing delayed).
4. REPRESENTATIONS & WARRANTIES
The Applicant hereby represents and warrants to the Secretary of State and the State of Texas that, as of the Effective Date:
4.1 Good Standing. The Applicant is in existence and good standing under the laws of its jurisdiction of formation.
4.2 Authority. The execution, delivery, and filing of this Application have been duly authorized by all necessary action of the Applicant and will not violate the Applicant’s governing documents or the laws of its jurisdiction of formation.
4.3 Name Availability. The Applicant’s name (or assumed name) is distinguishable in the records of the Secretary of State or is accompanied by proper consents.
4.4 Accuracy. All statements contained in this Application and its attachments are true, correct, and complete in all material respects.
4.5 Qualification to Do Business. The Applicant is not currently transacting business in Texas in violation of Tex. Bus. Orgs. Code § 9.001.
4.6 Survival. The representations and warranties in this Section 4 shall survive the issuance of the Registration.
5. COVENANTS & ONGOING OBLIGATIONS
The Applicant covenants and agrees that, from and after the Effective Date and for so long as the Registration remains in effect, it shall:
5.1 Maintain a Registered Agent and Registered Office in Texas at all times and promptly file a Statement of Change (Form 401) upon any change.
5.2 File Texas franchise tax returns and Public Information Reports annually and timely pay all state franchise taxes and fees.
5.3 File any amendment, merger, conversion, or name change affecting the Applicant with the Secretary of State within the timeframes prescribed by Chapter 9, BOC.
5.4 Maintain its existence and good standing in its jurisdiction of formation.
5.5 Provide written notice to the Secretary of State within 90 days of any dissolution, conversion, domestication, or other event that terminates its existence in the jurisdiction of formation.
5.6 Comply with all other provisions of the BOC and applicable Texas law while transacting business in Texas.
6. DEFAULT & REMEDIES
6.1 Event of Default. Any of the following constitutes an “Event of Default”:
(a) Failure to maintain a Registered Agent or Registered Office in Texas;
(b) Failure to file required reports or pay required fees or taxes when due;
(c) Failure to maintain existence in the jurisdiction of formation;
(d) Submission of materially false statements in this Application or any subsequent filing.
6.2 Notice & Cure. Except as otherwise provided by law, the Secretary of State shall provide statutory notice of delinquency or intent to revoke, and the Applicant shall have the applicable cure period under Tex. Tax Code § 171.302 or BOC §§ 4.003 & 9.101.
6.3 Administrative Revocation. Upon an uncured Event of Default, the Secretary of State may issue a certificate of revocation terminating the Registration, whereupon the Applicant’s right to transact business in Texas shall cease.
6.4 Civil Penalties. Transacting business without Registration or after revocation may subject the Applicant to penalties and the inability to maintain actions in Texas courts until brought into compliance.
6.5 Attorneys’ Fees. The State of Texas shall be entitled to recover its reasonable attorneys’ fees and costs incurred in enforcing its rights and remedies under applicable law.
7. RISK ALLOCATION (Reserved)
[// GUIDANCE: The client’s metadata specifies “Indemnification: not_applicable” and “Liability Caps: not_applicable.” Consequently, this Section is intentionally omitted.]
8. DISPUTE RESOLUTION
8.1 Governing Law. This Application, the Registration, and all related rights and obligations shall be governed by and construed in accordance with the BOC and other applicable laws of the State of Texas, without regard to its conflict-of-laws rules.
8.2 Forum Selection. Any judicial proceeding arising out of or relating to the Registration or an administrative revocation thereof shall be brought in the district courts of Travis County, Texas, or such other court as may be specified by Texas law.
8.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable.
9. GENERAL PROVISIONS
9.1 Amendments & Corrections. Amendments to this Application shall be made by filing a Certificate of Amendment (Form 406) in accordance with BOC § 4.004.
9.2 Assignment. Registration is entity-specific and non-assignable. A merger or conversion resulting in a new foreign filing entity requires a new application unless otherwise permitted under BOC § 9.007.
9.3 Severability. If any provision of this Application is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.
9.4 Entire Agreement. This Application, together with its exhibits and any subsequent amendments filed with the Secretary of State, constitutes the entire agreement between the Applicant and the State of Texas regarding the subject matter hereof.
9.5 Counterparts & Electronic Filing. This Application may be executed in counterparts and filed electronically. Electronic signatures are deemed original for all purposes.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned signs this Application as of [execution date].
[Name of Authorized Person]
[Title (e.g., President, Manager, General Partner)]
[Legal Name of Foreign Entity]
[// GUIDANCE: Texas does not require notarization for SOS forms; include a notary block only if the client or filing officer specifically requests one.]
11. ANNEX A – STATUTORY COMPLIANCE CHECKLIST
- Application signed by an authorized officer, manager, or partner.
- Filing fee ($750 for most for-profit corporations and LLCs; verify current fee schedule).
- Certificate of Existence dated ≤ 90 days.
- Assumed Name Certificate (if applicable).
- Franchise Tax Public Information Report (if submitting a periodic report concurrently).
12. ANNEX B – WITHDRAWAL PROCEDURES OVERVIEW
A foreign filing entity that has ceased transacting business in Texas may terminate its Registration by filing a Certificate of Withdrawal under BOC § 9.011. Key requirements include:
a. Statement that the entity is not transacting business in Texas and surrenders its registration;
b. Statement of revocation of the authority of its Registered Agent to accept service, and appointment of the Secretary of State as agent for service of process for actions arising during its registration period;
c. Mailing address to which the Secretary of State may mail process;
d. Payment of all fees and franchise taxes due;
e. Signature by an authorized officer, manager, or partner;
f. Filing fee (currently $15).
[// GUIDANCE: Always confirm up-to-date forms and fees on the Texas Secretary of State website before filing.]
END OF DOCUMENT