How to Register an Out-of-State Business in Texas
Determining Registration Requirements
Under Section 9.001 of the Texas Business Organizations Code (BOC), foreign entities that “transact business” in Texas must register with the Texas Secretary of State (SOS). “Transacting business” is not explicitly defined, but resources are available to assist in determining if registration is necessary.
Entities Required to Register
The following foreign entities typically require registration in Texas if conducting business within the state:
- Corporations
- Limited partnerships
- Limited liability partnerships
- Limited liability companies
- Business trusts
- Real estate investment trusts
- Cooperatives
- Public or private limited companies
- Foreign entities providing limited liability to owners or members
Name Requirements
When registering, the foreign entity’s name must include a recognized term of organization and be distinguishable from existing entities in the SOS records. If the legal name does not meet these criteria, an assumed name (fictitious name) may be required.
Registration Process
To register an out-of-state business in Texas, file an application for registration with the SOS. This can be done online through the SOS website.
Registration Fees
The registration fee is $750 for most entities, while nonprofit corporations and cooperative associations pay $25. Late filing fees may be assessed if registration occurs more than 90 days after commencing business in Texas.
Additional Considerations
Depending on the business nature, additional registration requirements may apply. For instance, out-of-state financial institutions may need to register with the SOS before establishing a branch or office in Texas. Other laws or circumstances, such as insurance or finance codes, may also necessitate registration.
Sources
- Texas Secretary of State: Foreign or Out-of-State Entities
- Texas Secretary of State: Foreign or Out-of-State Entities FAQs
- Texas Registered Agent: Register an Out-of-State LLC in Texas
FAQs
What types of out-of-state businesses need to register in Texas?
Foreign entities that “transact business” in Texas are required to register with the Texas Secretary of State (SOS). “Transacting business” is not explicitly defined, but generally includes entities with an office, employee, or ongoing business activities in Texas.
How do I determine if my out-of-state business needs to register in Texas?
You can consult the resources provided by the SOS to determine if your business activities in Texas require registration. You can also contact the SOS or an attorney for guidance.
What is the registration process for out-of-state businesses in Texas?
To register your out-of-state business in Texas, you need to file an application for registration with the SOS. The application can be filed online or by mail.
What are the fees associated with registering an out-of-state business in Texas?
The registration fee for most entities is $750, while nonprofit corporations and cooperative associations have a registration fee of $25. Late filing fees may apply if you register more than 90 days after first transacting business in Texas.
What are the name requirements for out-of-state businesses registering in Texas?
Your foreign entity’s name must include a recognized term of organization and be distinguishable from existing entities in the SOS records. If your legal name does not meet these criteria, you may need to register under an assumed name (fictitious name).
Do I need to appoint a registered agent in Texas?
Yes, you are required to appoint a registered agent in Texas who has a physical address in the state. The registered agent will receive legal and official correspondence on behalf of your business.
Are there any additional requirements for specific types of out-of-state businesses?
Yes, certain types of businesses may have additional registration requirements. For example, out-of-state financial institutions may need to register with the SOS before opening a branch or office in Texas.
What are the penalties for failing to register an out-of-state business in Texas?
Failure to register can result in penalties, including fines, injunctions against doing business in Texas, and personal liability for business debts.