If your LLC was formed in another state but you're doing business in Texas — hiring employees, opening an office, signing contracts, or serving clients on-site — you need to register a foreign LLC in Texas. The process is called foreign qualification. You file Form 304 with the Texas Secretary of State, pay a $750 fee, and appoint a Texas registered agent. Skip it, and you lose the right to sue in Texas courts and face escalating penalties. This guide covers every step, fee, and compliance requirement for Texas foreign LLC registration in 2026.
A foreign LLC in Texas is any LLC formed under the laws of another state or jurisdiction that wants to conduct business in Texas. "Foreign" doesn't mean international — a Delaware LLC operating in Texas is a foreign LLC. A California LLC opening a Houston office is a foreign LLC. The word simply means "formed elsewhere."
Foreign vs. Domestic
A domestic Texas LLC is formed by filing a Certificate of Formation (Form 205) with the Texas SOS for $300. A foreign LLC in Texas was formed in another state and registers to conduct business here by filing Form 304 for $750. The LLC's home state remains its primary jurisdiction — Texas registration just grants permission to legally operate in-state.
When a foreign LLC completes registration, it receives a Certificate of Authority — written confirmation from the Texas Secretary of State that the LLC is authorized to transact business in Texas. From that point, the foreign LLC has the same rights and obligations as a domestic Texas LLC for its Texas activities, including franchise tax obligations and PIR filing requirements.
When Do You Need to Register an out-of-state LLC?
Under Texas BOC §9.001, a foreign LLC must register in Texas when it is "transacting business" in the state. Texas doesn't precisely define "transacting business" — but provides guidance through case law and a non-exhaustive list of activities that clearly trigger the requirement.
You have a physical office, warehouse, or storefront in Texas. Any physical presence — even a small office or shared workspace — generally requires registration. Example: A Chicago-based LLC opens a coworking space in Austin to serve Texas clients. Registration required.
You hire employees or contractors physically working in Texas. Having staff based in Texas — whether W-2 employees or regular contractors doing in-state work — is a primary trigger. Example: A New York consulting firm hires three Texas-based sales reps. Registration required.
You own or lease real property in Texas. Owning a commercial building, leasing office space, or holding real estate for active business use in Texas requires registration. Property held purely for investment may be exempt — but the line isn't always clear.
You regularly sign contracts or conduct transactions in Texas. Repeated business transactions — not isolated or occasional ones — create a registration obligation. A one-time sale to a Texas buyer is different from maintaining ongoing Texas client relationships.
You apply for Texas business or professional licenses. Texas licensing agencies, including the Department of Insurance, typically require SOS registration before issuing operating licenses to out-of-state entities.
The 90-Day Grace Period
Texas gives foreign LLCs a 90-day grace period from when they first transact business before registration is required (BOC §9.054). If you file within that window, no late fee applies. Beyond 90 days, a late fee of $750 per calendar year (or partial year) of delinquency stacks on top of the $750 registration fee. An LLC that operated in Texas for 2 years and 1 month without registering owes $750 (registration) + $2,250 (3 partial/full years × $750) = $3,000 total before taxes and civil penalties.
Activities That Do NOT Require Texas Foreign LLC Registration
Texas BOC §9.251 lists activities that are specifically excluded from the definition of "transacting business." If your LLC's Texas activity fits cleanly in this list, you may not need to register an out-of-state LLC.
Activity
Registration Required?
Shipping goods to Texas customers (no in-state presence)
No — interstate commerce
Holding, attending, or participating in corporate/LLC meetings in Texas
No
Maintaining a bank account at a Texas financial institution
No
Holding property in Texas solely for investment purposes
No
Isolated transactions completed within 30 days (not repeated)
No — if truly isolated
Soliciting orders by mail, internet, or telephone with no in-state agents
No
Filing or defending a lawsuit in Texas courts
No (but must be registered to file)
Remote work: employees working FROM Texas for an out-of-state employer
Gray area — often yes
The Remote Work Gray Area
A Delaware LLC with no Texas office but several full-time employees living and working in Texas is one of the most common gray areas in 2025–2026. The SOS won't give a definitive answer — but the Texas Comptroller's nexus rules (which are broader than the SOS registration rules) are likely triggered. Many attorneys recommend registering when any employee's primary work location is Texas. If the nexus questionnaire shows "nexus" for tax purposes, registration is almost certainly required.
The Texas foreign LLC registration form — officially Form 304 (Application for Registration of a Foreign Limited Liability Company) — is filed with the Texas Secretary of State. Here's everything it requires.
Form 304 — Required Information
1
LLC's full legal name and assumed name (if applicable)Your LLC's exact legal name as registered in your home state. If that name conflicts with an existing Texas entity, you must register under an assumed name (DBA) using Form 503 alongside Form 304. Check availability via the SOS business search tool →
2
State or jurisdiction of formationThe state (or country) where your LLC was originally formed. This stays in Texas SOS records permanently as the LLC's home jurisdiction.
3
Date of formationWhen your LLC was formed in its home state — the date your home state's SOS issued your Certificate of Formation or Articles of Organization.
4
Date Texas business began (late fees may apply)The date you first transacted business in Texas. If this date was more than 90 days before you file, late fees apply automatically. Be accurate — misrepresenting this date is a BOC §4.008 offense.
5
Federal EIN (FEIN)Your 9-digit employer identification number from the IRS. If you don't have one yet, note it on the form and apply for an EIN through IRS.gov immediately after filing.
6
Principal office addressYour LLC's main business address — can be in any state. This becomes part of the public Texas SOS record.
7
Texas registered agent name and physical Texas street addressMust be a physical Texas street address — no PO Boxes or mail services. The agent must be available during business hours to accept service of process. This is a permanent Texas requirement, not just for registration.
8
Names and addresses of governing persons (members/managers)For manager-managed LLCs, list all managers. For member-managed LLCs, list all members. These appear in the public SOS database.
9
Authorized signatureSigned by a person authorized to act on behalf of the foreign LLC. Electronic signatures accepted. No notarization required. Must be submitted in duplicate if filing by mail, fax, or in person.
No Certificate of Good Standing required. Unlike many states, Texas does NOT require a Certificate of Good Standing (or Certificate of Existence) from your home state when filing Form 304. You only need the information above.
How to Register an out-of-state LLC — Step by Step
The Texas foreign LLC registration process has four core steps. Online filing via SOSDirect is the fastest method — most applications are approved in 2–3 business days.
1
Check Name Availability
Verify your LLC's name is available in Texas before filing. If another Texas entity already uses your name (or a confusingly similar one), you'll need to adopt an assumed name for Texas use. Search the SOS database via SOS business search → or email corpinfo@sos.texas.gov for a free preliminary check.
2
Appoint a Texas Registered Agent
You cannot file Form 304 without a registered agent who has a physical Texas street address and consented to serve. If you're expanding into Texas remotely, a professional registered agent service makes the most sense — they provide a Texas address and handle all SOS correspondence from day one. See Texas registered agent requirements →
3
File Form 304 via SOSDirect
Log into SOSDirect at direct.sos.state.tx.us and complete Form 304 online. Alternatively, download the PDF form from the SOS website and submit by mail, fax ((512) 463-5709 with Form 807), or in person at 400 W. 15th Street, Austin, TX 78701. Online filing is strongly recommended — faster, timestamped, and processed in 2–3 business days.
4
Pay the $750 Registration Fee
The Texas foreign LLC registration fee is $750. Credit card payments via SOSDirect incur a 2.7% convenience fee (~$770.25 total). Pay by check, money order, or SOSDirect deposit account to avoid the surcharge. Late fees add $750 per year of delinquency beyond the 90-day grace period.
5
Receive Certificate of Authority
Upon SOS approval, you receive a Texas Certificate of Authority — your official permission to transact business in Texas. Save it. Banks, government agencies, and licensing boards will often request a copy when you apply for accounts or permits in Texas.
The Texas foreign LLC registration fee is significantly higher than domestic LLC formation. At $750, it's 2.5× the $300 domestic filing fee. Late registration multiplies that cost fast.
Late fee (per year or partial year over 90-day grace)
$750/yr
Amendment to registration (Form 406)
$150
Withdrawal from Texas (Form 608)
$15
Minimum to Register Foreign LLC in Texas$750
Use our LLC cost calculator → to estimate your full Texas compliance cost including franchise tax and registered agent fees. For a full Texas cost breakdown, see the Texas LLC cost guide →
Approval Timeline and Processing Options
Texas foreign LLC registration processing time depends entirely on how you file. Online is always the fastest option.
Filing Method
Processing Time
Extra Fee
Submit To
SOSDirect Online
2–3 business days
2.7% if credit card
direct.sos.state.tx.us
Mail
7–10 business days
None (check/MO)
P.O. Box 13697, Austin, TX 78711-3697
Fax
7–10 business days
None (Form 807)
(512) 463-5709 + Form 807
In Person (Texas Express)
Same/next business day (by 12pm cutoff)
+$750 (same-day) / +$500 (next-day)
400 W. 15th St., Austin, TX 78701
Email (Texas Express)
Same/next business day (by 12pm cutoff)
+$750 (same-day) / +$500 (next-day)
TexasExpress@sos.texas.gov
If you're approaching the 90-day grace period, use Texas Express Same-Day (+$750) or Next-Day (+$500) service, filed in person or by email to TexasExpress@sos.texas.gov by the 12:00 p.m. cutoff — SOSDirect online filings are not eligible for Texas Express. Missing the 90-day window by even one day adds a full $750 late filing year to your total cost.
Registered Agent Requirements for a Texas Foreign LLC
Every foreign LLC in Texas must maintain a registered agent with a physical Texas street address — permanently, for as long as the LLC is registered in the state. This is not a one-time filing requirement; it's a continuous obligation.
Why Foreign LLCs Almost Always Use Professional Services
Unlike domestic LLC owners who sometimes act as their own registered agent, most foreign LLC owners operate remotely and can't be physically present at a Texas address during business hours. A professional registered agent service provides the required Texas address, ensures you never miss SOS notices or legal correspondence, and sends May 15 franchise tax deadline reminders. For an LLC expanding into Texas from another state, this is usually the most practical setup from day one.
The registered agent must:
Have a physical Texas street address (no PO Boxes, mail services, or virtual offices unless the commercial service is itself the registered agent)
Be available at that address during normal business hours to accept service of process in person
Be either an individual Texas resident or a business entity authorized to do business in Texas
Have consented to serve (Form 401-A consent, kept in LLC records — not filed with SOS)
Northwest handles your Form 304 filing, provides the required Texas registered agent address, pays the state fee, and delivers your Certificate of Authority — all for $225 + the $750 state fee. Includes one year of registered agent service, May 15 compliance reminders, and instant document scanning to your secure dashboard.
Privacy By Default® — your personal address stays off public records
Ongoing Compliance After Texas Foreign LLC Registration
Once registered, an out-of-state LLC has the same annual compliance obligations as a domestic Texas LLC. There is no separate "foreign LLC annual report" — the standard Texas reporting applies.
Texas Foreign LLC — Annual Compliance Costs
Year 1 (Registration Year)
$750+
Form 304 registration: $750Registered agent (NW): $125/yrPIR due following May 15Franchise tax (if ≤$2.65M): $0
Every Year After
~$125*
PIR filing fee: $0 (free)Franchise tax (if ≤$2.65M): $0Registered agent renewal: $125/yrMay 15 deadline — every year
If Late / Non-Compliant
$50+
PIR late penalty: $50Late registration: $750/yrForfeiture risk + reinstatementPersonal liability exposure
* Most foreign Texas LLCs below $2.65M annual revenue pay only their registered agent fee after the initial $750 registration. The PIR and franchise tax reports are free to file via Webfile.
Annual Filing Requirements Summary
Texas Foreign LLC — Ongoing Compliance Checklist
File Public Information Report (PIR) by May 15 each year
Same deadline as domestic LLCs. Filed with the Texas Comptroller via Webfile. Free to file. Required even if the LLC owes $0 in franchise tax. See Texas annual report guide →
Same rates and calculations as domestic LLCs: 0.75% standard, 0.375% retail/wholesale. Due May 15 alongside PIR. See Texas franchise tax guide →
Required if above threshold
Maintain a valid Texas registered agent continuously
If your agent changes, file Form 401 with the Texas SOS ($15). Never let your registered agent lapse — operating without one risks revocation of your registration.
Required
File Form 406 ($150) if your governing persons or principal address changes
Any material change to your Texas registration — new managers, new principal address — requires an amendment. Don't let your SOS records go stale.
When Applicable
File Form 608 ($15) when ending Texas business
If you stop transacting business in Texas, file a withdrawal to formally end your Texas registration. This stops the annual compliance obligations and late penalties from accumulating.
When Ending TX Business
Penalties for Not Registering an out-of-state LLC
Operating in Texas without registering your foreign LLC isn't just a paperwork gap — it creates compounding legal and financial exposure that can dwarf the $750 registration fee many times over.
You can't sue in Texas courts. A foreign LLC that hasn't registered cannot maintain any action, suit, or proceeding in a Texas court until it registers. If a Texas client doesn't pay, a Texas contractor breaches a contract, or a Texas vendor causes damage — you can't file suit. You're legally blocked until you register and pay all outstanding fees.
Civil penalty equal to all taxes and fees from required registration date. Texas can assess a civil penalty equal to the full amount of franchise taxes, fees, and other charges that would have been imposed from the date you first should have registered. For an LLC that operated for three years unregistered, this penalty can be substantial.
Late registration fees: $750 per calendar year. For every full or partial calendar year that you transacted Texas business beyond the 90-day grace period without registering, the SOS adds $750 to your registration fee. Two years late = $1,500 in late fees on top of the $750 base, totaling $2,250 minimum before civil penalties.
Attorney General enforcement. Under BOC §9.252, the Texas Attorney General can seek an injunction prohibiting your LLC from transacting business in Texas. This is rare for small businesses but becomes more likely as delinquency grows and the LLC continues to visibly operate in-state.
Can You Still Be Sued in Texas Without Registering?
Yes. The inability to sue in Texas courts only affects your ability to bring a case — not to have one brought against you. A Texas customer, employee, or government agency can still sue your unregistered foreign LLC in Texas. The court will not dismiss the lawsuit just because you forgot to register. Being unregistered doesn't shield you from Texas litigation — it just makes you unable to fight back offensively.
Common Texas Foreign LLC Registration Mistakes
Waiting too long after the 90-day grace period. Many business owners assume there's no rush. Each day past 90 days that rolls into a new calendar year adds another $750 to the late fee. An LLC that started Texas operations in January 2025 and files in February 2026 owes $750 × 2 (partial years 2025 + 2026) in late fees = $1,500 on top of the $750 registration fee.
Submitting only one copy by mail or fax. Paper and fax submissions must be in duplicate. Sending a single copy means the SOS won't return a file-stamped copy — you lose your confirmation documentation. Always submit two copies for non-online filings.
Entering the wrong Texas start date on Form 304. The "date you first transacted business in Texas" field determines whether late fees apply and how much. Intentionally misrepresenting this date is a BOC §4.008 criminal offense. Be accurate — and file promptly to minimize late exposure.
Using a PO Box or mail service as the registered office address. Texas law requires a physical street address where the agent can personally accept documents. Mail service addresses cause immediate rejection of Form 304. The only exception is if the commercial mail service itself is serving as the registered agent (some registered agent services qualify).
Not filing annual PIR and franchise tax reports after registration. The $750 registration gets you in the door — but annual compliance doesn't stop there. Many foreign LLC owners miss their first Texas May 15 deadline because they don't realize they now have Texas Comptroller obligations. Set the reminder immediately after receiving your Certificate of Authority.
Using Form 313 for series LLCs without understanding the separate requirement. Foreign series LLCs (formed in states that have series LLC laws) cannot use Form 304. They must file Form 313 — a separate application specifically for foreign series LLCs — and the entire LLC (not individual series) registers as one entity. Each series operating under a different name needs an assumed name certificate.
Texas Foreign LLC Registration — Bottom Line
To register an out-of-state LLC, file Form 304 with the Texas Secretary of State and pay $750. File within 90 days of starting Texas business — every calendar year beyond that adds another $750 in late fees. Texas doesn't require a Certificate of Good Standing from your home state. Once registered, you maintain a Texas registered agent, file a PIR and franchise tax report by May 15 annually, and update your registration (Form 406, $150) when governing persons or address changes. Withdraw via Form 608 ($15) when you stop Texas operations.
an out-of-state LLC is any LLC formed in another state or jurisdiction that conducts business in Texas. "Foreign" doesn't mean international — a Nevada LLC opening a Dallas office is an out-of-state LLC. Foreign LLCs must register with the Texas Secretary of State by filing Form 304 and paying a $750 fee before or within 90 days of starting Texas business operations.
How do I register an out-of-state LLC?
To register an out-of-state LLC, file Form 304 (Application for Registration of a Foreign Limited Liability Company) with the Texas Secretary of State. Pay the $750 registration fee. File online via SOSDirect for 2–3 business day processing, or by mail/fax for 7–10 days. No Certificate of Good Standing from your home state is required. Appoint a Texas registered agent before filing.
What is the Texas foreign LLC registration fee?
The Texas foreign LLC registration fee is $750 for LLCs. Credit card payments via SOSDirect add a 2.7% convenience fee (total ~$770.25). Texas Express expedited processing costs an additional $50 (Standard Expedited), $500 (Next-Day), or $750 (Same-Day). Late registration adds $750 per calendar year (or partial year) of delinquency beyond the 90-day grace period. The registration fee for 2025 and 2026 is the same — $750.
What paperwork is required for an out-of-state LLC?
The paperwork required for an out-of-state LLC is primarily Form 304. It requires: your LLC's legal name and home state, formation date, date Texas business began, federal EIN, principal office address, Texas registered agent name and physical TX address, and names/addresses of governing persons. Submit in duplicate if filing by mail, fax, or in person. No Certificate of Good Standing from your home state is needed.
Does a foreign LLC need to pay Texas franchise tax?
Yes. A registered foreign LLC in Texas with Texas nexus has the same franchise tax obligations as a domestic Texas LLC. If annualized total revenue exceeds the 2026 no-tax-due threshold of $2.65 million, the LLC owes franchise tax at the standard 0.75% rate on taxable margin. All foreign LLCs must file a PIR with the Texas Comptroller by May 15 each year regardless of revenue. See the full Texas franchise tax guide →
How long does Texas foreign LLC registration take?
The Texas foreign LLC registration process takes 2–3 business days for online filings via SOSDirect. Mail and fax submissions take 7–10 business days plus mailing time. Texas Express Next-Day service (+$500, in person or by email) guarantees next-business-day approval, and Same-Day service (+$750, in person or by email) guarantees same-day approval — both by the 12:00 p.m. cutoff.
What are the penalties for not registering an out-of-state LLC?
Penalties for not registering an out-of-state LLC include: (1) inability to maintain any lawsuit in Texas courts until registered, (2) civil penalty equal to all fees and taxes that would have applied from the required registration date, and (3) late registration fees of $750 per calendar year (or partial year) beyond the 90-day grace period. The Texas Attorney General can also seek an injunction barring business operations.
Do I need a Certificate of Good Standing to register an out-of-state LLC?
No. Texas does not require a Certificate of Good Standing (or Certificate of Existence) from your home state when filing Form 304. This differs from many other states and makes the Texas foreign LLC registration process simpler — you need only the information on Form 304 itself, plus a Texas registered agent.
Can a foreign LLC do business in Texas remotely?
It depends on the activity. Pure remote work — selling goods online to Texas customers from another state with no physical Texas presence — generally doesn't require registration under BOC §9.251. However, having employees who live and regularly work in Texas, owning or leasing Texas property, or maintaining any Texas physical presence typically does require registration. The remote-work gray area is significant — when in doubt, consult an attorney or register proactively.
What is the Texas foreign LLC registration form number?
The Texas foreign LLC registration form is Form 304 — officially titled "Application for Registration of a Foreign Limited Liability Company." It's available for download from the Texas Secretary of State website (sos.state.tx.us) or can be completed directly through the SOSDirect online filing system. The Texas foreign LLC registration Form 304 fee is $750.
