Any LLC formed outside of Texas that operates in Texas — whether that means employees, an office, or ongoing sales — must register with the Texas Secretary of State as a foreign LLC before conducting business. The filing uses Form 304, costs $750, and requires a Texas registered agent. Without it, your LLC cannot enforce contracts in Texas courts, and you'll owe back fees plus penalties when you eventually do register.

Quick reference

Step 1 — Confirm you're "doing business" in Texas

Texas law (Texas Business Organizations Code § 9.251) defines activities that do not require registration, including:

• Isolated transactions completed within 30 days
• Maintaining a Texas bank account
• Using Texas courts to collect debts
• Holding internal company meetings in Texas

You must register if you are:

• Maintaining a physical Texas office or storefront
• Employing W-2 workers in Texas
• Leasing or owning Texas real property
• Running ongoing sales operations in Texas

Common mistake: Many owners assume a single remote employee doesn't trigger registration. One W-2 employee working from home in Texas is generally enough to require a foreign LLC filing.

This should take about 5 minutes to assess.

Step 2 — Order a Certificate of Existence from your home state

The Texas SOS requires proof that your LLC is currently in good standing in its formation state. This document is called a Certificate of Existence or Certificate of Good Standing depending on the state.

Requirements:

• Issued by your home state's Secretary of State (or equivalent)
• Must be dated no more than 90 days before your Texas filing date
• Must be an original or certified copy

Order this before starting the Texas application. Turnaround time varies — some states issue same-day online certificates, others take 5–10 business days by mail. Check your home state's SOS website for current processing times.

Step 3 — Appoint a Texas registered agent

Every registered foreign LLC in Texas must maintain a registered agent with a physical Texas street address (P.O. boxes are not accepted). The registered agent must be available during normal business hours to accept legal notices and service of process on behalf of your LLC.

Your options:

• Member or manager: If you or another LLC manager has a physical Texas street address and can be available during business hours, you can serve as your own registered agent at no cost.
• Registered agent service: Professional services charge $50–$150/year and keep a personal address off the public SOS record. This is the more common choice for out-of-state owners.

Have the registered agent's full name and Texas street address ready before filling out Form 304 — it's a required field.

See: Texas registered agent requirements

Step 4 — Check name availability in Texas

Search the Texas SOS name database at SOSDirect to confirm your LLC's legal name is available in Texas. If another entity has already claimed your name (or a confusingly similar one), you have two paths:

1. Use an assumed name (DBA) — File a Texas DBA certificate and operate under a different name in Texas. See: Texas DBA assumed name certificate
2. Change your LLC's name in your home state — More complex and time-consuming, but keeps everything under one legal name.

Most out-of-state LLCs with a name conflict go the assumed name route.

Step 5 — File Form 304 with the Texas Secretary of State

Form 304 (Application for Registration of a Foreign Limited Liability Company) is the core filing. Download it from the SOS website or complete it online through SOSDirect.

What the form requires:

• LLC's legal name and state of formation
• Date of formation
• Principal office address
• Texas registered agent name and address
• Management structure (member-managed or manager-managed)
• Names and addresses of each manager, if manager-managed

Filing online (recommended):

1. Go to direct.sos.state.tx.us
2. Create an account or log in
3. Select "File a new business entity" → "Foreign Entity" → "Foreign LLC"
4. Complete the Form 304 fields and upload your Certificate of Existence
5. Pay the $750 fee by credit card

Online processing: typically 1–2 business days.

Filing by mail: Mail your completed Form 304, a copy of your Certificate of Existence, and a check for $750 payable to "Secretary of State" to:

Secretary of State
P.O. Box 13697
Austin, TX 78711-3697

Mail processing: 5–7 business days under normal conditions.

Common mistake: The Certificate of Existence must be less than 90 days old on the date it reaches the SOS office — not the date you mailed it. If your application is delayed, you may need to order a fresh certificate.

This step should take about 30 minutes online once you have your documents ready.

Step 6 — Receive your Texas Certificate of Registration

After the SOS approves your application, you'll receive a Certificate of Registration confirming your foreign LLC is authorized to transact business in Texas. Keep this document with your permanent business records.

Your LLC is now in the Texas SOS system and subject to the same annual compliance obligations as any Texas-formed LLC.

Step 7 — Register for Texas taxes and licenses

Registration with the SOS is just the first step. Once registered, you'll likely owe:

Franchise Tax Report + PIR (due May 15 each year)
Texas applies franchise tax to all LLCs operating in the state, including foreign LLCs. You must file a franchise tax report and a Public Information Report (PIR) with the Texas Comptroller every May 15. If your total Texas revenue for the year is below the $2,650,000 no-tax-due threshold (2026), you owe $0 — but you must still file.

See: Texas LLC franchise tax

Sales Tax Permit (if applicable)
If you sell taxable goods or services in Texas, register for a sales tax permit with the Texas Comptroller before your first taxable sale. Registration is free.

See: Texas LLC sales tax permit

Employer accounts (if you have Texas employees)
Register with the Texas Workforce Commission for UI (unemployment insurance) tax. Report each new Texas hire to the Texas OAG within 20 days of their start date.

FAQ

What happens if I do business in Texas without registering my out-of-state LLC?

Your LLC cannot maintain a lawsuit in any Texas court to enforce contracts until you register and pay back fees. You'll also owe franchise taxes from the date you began doing business in Texas, plus a late registration penalty. You can still be sued in Texas courts — you just can't be the plaintiff.

How much does it cost to register an out-of-state LLC in Texas?

The state filing fee is $750 for Form 304. If you hire a registered agent service, add $50–$150/year. If you need a Certificate of Existence from your home state, that fee varies by state (typically $5–$50). Total first-year cost is usually $800–$1,000 depending on your choices.

Do I need a new EIN to register my LLC in Texas?

No. Your existing federal EIN covers all states where your LLC operates. You do not apply for a new EIN when registering in Texas. Your LLC uses the same EIN it has from its home state for all federal tax purposes.

How long does Texas foreign LLC registration take?

Online filings through SOSDirect are typically approved in 1–2 business days. Mail filings take 5–7 business days under normal conditions. There is no expedited processing option for foreign LLC registrations at the SOS.

Can I withdraw my Texas foreign LLC registration if I stop doing business here?

Yes. File Form 608 (Application for Withdrawal of Registration of a Foreign Limited Liability Company) with the Texas SOS. The fee is $15. All outstanding franchise tax reports must be filed and any taxes paid before the SOS will process the withdrawal.

Not sure what else your Texas LLC owes?

Most business owners are surprised by how many filing obligations they have. Ortholo's free compliance checker shows you everything you owe, when it's due, and what happens if you miss it — personalized to your entity.

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Last verified: 2026-05-26

Sources: Texas Secretary of State — Foreign Entities · Texas Business Organizations Code § 9.001–9.251 · Texas Comptroller — Franchise Tax

Related guides: Texas LLC franchise tax · Texas registered agent requirements · Texas LLC foreign registration