Foreign Qualification Application

Texas Foreign Qualification Preparation Worksheet

Purpose and Scope

Use this worksheet to prepare an Application for Registration filed with the Texas Secretary of State ("SOS") under Chapter 9 of the Texas Business Organizations Code ("BOC"). Texas officially calls this filing an application for registration (formerly "application for certificate of authority"). Two tracks are covered:

• Track A — Foreign for-profit corporation: SOS Form 301, Application for Registration of a Foreign For-Profit Corporation.
• Track B — Foreign limited liability company: SOS Form 304, Application for Registration of a Foreign Limited Liability Company.

Applications may be filed online through SOSDirect or submitted in duplicate by mail/fax to the Secretary of State, P.O. Box 13697, Austin, TX 78711-3697. Do not file this worksheet. Transfer the completed information to the current SOS form or SOSDirect.

Part 1 — Is Texas Registration Required?

A foreign filing entity must register to transact business in Texas if it is one of the entity types listed in BOC § 9.001(a) (including corporations and LLCs) or affords limited liability to any owner or member under its home-jurisdiction law. The entity must maintain its registration while transacting business (BOC § 9.001(b)).

Texas does not define "transacting business," but BOC § 9.251 lists 16 activities that do not, by themselves, constitute transacting business, including:

• maintaining or defending a court action, suit, or administrative/arbitration proceeding, or effecting settlement;
• holding managerial or ownership meetings or carrying on other internal affairs;
• maintaining bank accounts;
• maintaining offices/agencies for the entity's own securities;
• voting an interest the entity has acquired;
• effecting sales through independent contractors;
• soliciting or obtaining orders that require acceptance outside Texas before becoming contracts;
• creating, acquiring, or servicing debts, mortgages, or security interests in property;
• securing or collecting debts or enforcing rights in property securing debts;
• transacting business in interstate commerce;
• conducting an isolated transaction completed within a period and not in the course of similar repeated transactions; and
• owning, without more, real or personal property.

☐ Legal review obtained before relying on a § 9.251 exception

Describe the entity's Texas activities: [________________________________]

Part 2 — Choose the Correct Track

☐ Track A: foreign for-profit corporation (Form 301)

☐ Track B: foreign limited liability company (Form 304)

Stop and use the entity-specific form if the applicant is a:

☐ foreign nonprofit corporation (Form 302)

☐ foreign professional corporation or professional LLC (Form 303 / Form 305)

☐ foreign series LLC (Form 313, or BOC § 9.005(b) supplemental statements)

☐ foreign limited partnership, LLP, business trust (Form 306/307/312), or financial institution

Part 3 — Current Filing Route and Fee

The registration fee for a foreign for-profit corporation and a foreign LLC is $750 each (SOS Forms 301 and 304). Fees are subject to change; confirm the current SOS fee schedule before paying.

Late filing fee (BOC § 9.054): A foreign entity that has transacted business in Texas for more than 90 days before filing may be required to pay a late fee equal to the registration fee for each full or partial year it transacted business unregistered. Enter the true first-transaction date at Part 5; do not backdate to avoid the late fee.

Part 4 — Home-Jurisdiction Existence

Texas does not require a certificate of good standing/existence attachment for Form 301 or Form 304. Instead, the applicant certifies on the form that it currently exists as a valid entity of the stated type under its jurisdiction of formation (BOC § 9.004(b)(5)). Have home-jurisdiction records available to support that certification.

☐ Applicant confirmed it validly exists in its home jurisdiction as of the filing date

Part 5 — Name, Formation, and First-Transaction Date

The name must comply with BOC Chapter 5: it must contain a recognized organizational designator (§§ 5.054–5.059), must not imply an unauthorized purpose (§ 5.052), and must be distinguishable in SOS records (§ 5.053). If the legal name is unavailable, the entity registers under a fictitious name and must file an assumed name certificate (Form 503) under the Assumed Business or Professional Name Act (Tex. Bus. & Com. Code ch. 71).

Part 6 — Principal Office

Part 7 — Texas Registered Agent and Registered Office

Complete either an organization agent (Item 9A) or an individual agent (Item 9B), not both, and provide the Texas registered office address (Item 9C). The registered agent and registered office are governed by BOC Chapter 5. The applicant also appoints the Secretary of State as agent for service of process under the circumstances in BOC § 5.251 (Form item 10).

Part 8 — Governing Persons

Track A — Corporation Directors

Track B — LLC Governing Persons

State each governing person (manager of a manager-managed LLC, or member of a member-managed LLC), entering an individual or an organization for each.

Part 9 — Execution

The application is signed by a person authorized to act for the entity, subject to the penalties for submitting a materially false or fraudulent instrument and under penalty of perjury (per the SOS form). Notarization is not required.

Part 10 — Filing Checklist

☐ Correct SOS form (301 or 304) selected

☐ Registration fee ($750) and any § 9.054 late fee calculated

☐ Exact legal name, added designator or fictitious name (with Form 503 if applicable), jurisdiction, and formation date entered

☐ Valid-existence certification confirmed

☐ Business/activity and Texas first-transaction date entered

☐ Principal-office address entered

☐ Texas registered agent, registered office (no P.O. box), and § 5.251 SOS appointment completed

☐ Directors (Track A) or governing persons (Track B) listed

☐ Authorized person signed under penalty of perjury

☐ Filed via SOSDirect or submitted in duplicate by mail/fax

Part 11 — Ongoing Requirements (No SOS Annual Report)

Texas does not require foreign corporations or LLCs to file a periodic annual report with the Secretary of State. Instead, the entity must:

• File and pay Texas franchise tax and the Public Information Report (PIR) with the Texas Comptroller of Public Accounts each year (Tex. Tax Code ch. 171). Continued franchise-tax delinquency can lead to forfeiture and to SOS revocation of the registration (BOC § 9.101; reinstatement after tax forfeiture under § 9.106).
• Continuously maintain a Texas registered agent and registered office (BOC Chapter 5).

(Note: foreign LLPs, unlike corporations and LLCs, must renew their SOS registration annually on Form 308 — not applicable to Track A or Track B.)

Part 12 — Changes After Registration

Under BOC § 9.009, a foreign filing entity must amend its registration to reflect a change to its name or to the business/activity stated in the application. An amendment reflecting a home-jurisdiction change must be filed on or before the 91st day after the change in the jurisdiction of formation (§ 9.009(c)); failure can support revocation under § 9.101(b)(1)(C).

• Use Form 406 to amend a corporation's or LLC's registration (name, assumed name, purpose, or other items such as principal office).
• Use Form 422 to transfer the registration when the change results from a merger or conversion (§ 9.009(a-1)).
• A change of registered agent/office is made under BOC Chapter 5 (e.g., Form 401).

Confirm the current SOS amendment fee before filing.

Part 13 — Voluntary Withdrawal

To end the registration, file a certificate of withdrawal under BOC § 9.011. It must state the registered name, entity type and jurisdiction of formation, principal-office address, that the entity no longer transacts business in Texas, revocation of the registered agent's authority with consent to service on the Secretary of State, a mailing address for forwarded process, and that all money due to the state has been paid.

If the entity is subject to franchise tax, a certificate of account status from the Comptroller (stating all franchise taxes are paid) must accompany the withdrawal (BOC § 9.011(c)). Confirm the current SOS withdrawal fee.

Part 14 — Consequences of Nonregistration

A foreign entity that transacts business in Texas without registering when required:

• may not maintain any action, suit, or proceeding in a Texas court until it registers (BOC § 9.051);
• may be enjoined from transacting business on the Attorney General's suit; and
• is liable for a civil penalty equal to the fees and taxes that would have been imposed had it registered when first required (BOC § 9.052), plus the § 9.054 late filing fee.

Failure to register does not impair the validity of the entity's contracts or acts, does not prevent it from defending an action, and does not make any owner, member, or managerial official liable for the entity's debts or obligations (BOC § 9.051).

Sources and References

• Texas SOS — Foreign or Out-of-State Entities
• Texas SOS — Foreign Entities FAQs
• Texas SOS Form 301 — Foreign For-Profit Corporation (Fee $750)
• Texas SOS Form 304 — Foreign LLC (Fee $750)
• Texas SOS Form 406 — Amendment to Registration (instructions)
• Texas SOS Form 422 — Amendment to Registration (merger/conversion)
• BOC Chapter 9 — Foreign Entities (full chapter)
• BOC § 9.001 — Foreign entities required to register
• BOC § 9.004 — Registration procedure
• BOC § 9.011 — Voluntary withdrawal of registration
• BOC § 9.051 — Transacting business or maintaining court proceeding without registration
• BOC § 9.054 — Late filing fee
• BOC § 9.101 — Revocation of registration by Secretary of State
• BOC § 9.251 — Activities not constituting transacting business
• Texas Comptroller — Franchise Tax

Verify the live Secretary of State form, fee, and the current text of BOC Chapter 9 immediately before filing.