The first step to foreign LLC registration is electing a name to operate under in Texas. If your entity name does not conform to state law, or if it is already in use, you must elect an Assumed Name to register. A foreign LLC qualification is attained by filing an Application for Registration of a Foreign Limited Liability Company with the Secretary of State and paying the $750 filing fee.
Included with the Application for Registration must be a Certificate of Existence (or Good Standing) from your LLC’s home state.
A foreign LLC registration will not be processed without the appointment of a Texas registered agent. An entity cannot serve as its own registered agent in Texas.
Once the Application for Registration is processed, your LLC will need to file a Franchise Tax Report each year by May 15 and pay the applicable tax.
Any foreign entity operating in Texas for more than 90 days without registering with the Secretary of State is subject to a late filing fee. The fee is at the discretion of the Secretary of State, and if assessed can be equal to the registration fee ($750). If a foreign entity has operated for more than one year, the fee can be assessed for each year of operation.
To process a foreign LLC qualification, a Texas registered agent must be appointed. A registered agent must continually maintain a registered office in Texas (a physical street address, not a PO box). Service of process and other important business mail is accepted at the registered office and then forwarded to clients in a timely manner.
An entity cannot serve as their own registered agent in Texas.
The Certificate of Existence (or Good Standing) is issued by your home state. It designates that your LLC is registered in your home state and is in good standing, has paid all owed taxes and is currently up to date with your Secretary of State’s office.
After a foreign LLC registration is complete, your LLC will be required to file a Franchise Tax Report each year by May 15 and pay the associated tax. The tax varies, depending on the type of business and the amount of revenue brought in for the fiscal year.