If your LLC was formed in another state but you're operating in Texas — hiring employees, opening an office, or regularly making sales here — you must register as a foreign LLC with the Texas Secretary of State before you start. Skip this step and your LLC can't sue to enforce contracts in Texas courts, and you may face back fees and penalties when you eventually do register.

Quick reference

Step 1 — Determine whether you're "doing business" in Texas

Not every connection to Texas triggers the registration requirement. Texas law (Texas Business Organizations Code § 9.251) lists activities that do not constitute "doing business" in Texas, including:

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

You are doing business in Texas — and must register — if you:

• Maintain a physical office or place of business in Texas
• Have W-2 employees working in Texas
• Own or lease real property in Texas
• Have a salesperson making ongoing sales in Texas
• Regularly solicit orders in Texas and regularly fill them from Texas stock

Common mistake: Many LLC owners assume that a remote employee or a Texas-based client doesn't trigger registration. A single W-2 employee working from home in Texas is generally enough to require registration.

If you're unsure whether your activities require registration, consult a business attorney licensed in Texas — this is a legal determination specific to your facts.

Step 2 — Get a Certificate of Existence (or Good Standing) from your home state

Before the Texas SOS will accept your registration, you need a Certificate of Existence (sometimes called a Certificate of Good Standing) from the state where your LLC was formed. This document confirms your LLC is validly formed and in good standing in its home state.

Requirements:

• Must be issued by your home state's filing agency (usually Secretary of State)
• Must not be more than 90 days old when you file with Texas
• Must be an original or certified copy

Order this from your home state before starting the Texas filing — processing times vary by state.

Step 3 — Check name availability in Texas

Your LLC's legal name must be available in Texas. Search the Texas SOS name availability database at SOSDirect before filing.

If your LLC's name is already taken in Texas (or is too similar to another registered entity), you have two options:

1. Register under a fictitious name (assumed name) in Texas, and file a DBA certificate
2. Change your LLC's name in your home state before registering in Texas (more complex)

Most LLC owners who face a name conflict use the assumed name route. See our guide: Texas DBA assumed name certificate for LLCs

Step 4 — Designate a Texas registered agent

Before filing, you must identify a registered agent with a physical Texas street address who will be available during regular business hours to receive legal notices.

Options:

• Self-serve: If you have a physical Texas office address and are available during business hours, a manager or officer can serve as registered agent at no cost
• Registered agent service: Professional services charge $50–$150/year and keep your personal address off the public record

The registered agent's name and address goes directly on Form 304, so decide before you start the application.

See our guide: Texas registered agent requirements for LLCs

Step 5 — Complete and file Form 304

Form 304 (Application for Registration of a Foreign Limited Liability Company) is available from the Texas Secretary of State. The form asks for:

• LLC's legal name (and assumed name if using one in Texas)
• State and date of formation
• Principal office address
• Registered agent name and Texas address
• Name and address of each manager (or confirmation of member-managed structure)

Filing options:

Online via SOSDirect — fastest option. Create an account at direct.sos.state.tx.us, select "Business Organizations," and follow the prompts for foreign LLC registration. Processing is typically 1–2 business days. Pay the $750 fee by credit card.

By mail — Download Form 304 from the SOS website, complete it, and mail with a check for $750 to:

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

Mail processing takes 5–7 business days, longer during peak periods.

What to attach:

• Your Certificate of Existence from your home state (must be less than 90 days old)
• Check or payment for $750

Step 6 — Receive your Texas Certificate of Registration

Once the SOS approves your application, you'll receive a Certificate of Registration — Texas's confirmation that your foreign LLC is authorized to transact business in the state. Keep this document with your business records.

Your foreign LLC is now on the Texas SOS's rolls and will be subject to the same annual compliance obligations as a domestically formed Texas LLC.

Step 7 — Meet ongoing Texas compliance obligations

Registration doesn't end at the SOS. Once registered as a foreign LLC in Texas, you owe:

Franchise Tax Report + PIR (due May 15 each year)
Texas treats foreign LLCs exactly like domestic LLCs for franchise tax purposes. You must file a franchise tax report and Public Information Report (PIR) with the Texas Comptroller every May 15. If your Texas revenue is below $2,650,000 (2026 threshold), you owe $0 in tax — but you still must file.

See our guides:

• Texas LLC franchise tax
• Texas public information report LLC

Registered agent maintenance
Keep your Texas registered agent current at all times. If your registered agent changes, file Form 401 with the SOS ($15 fee).

Sales tax (if applicable)
If you sell taxable goods or services in Texas, register for a sales tax permit with the Texas Comptroller. See: Texas LLC sales tax permit

FAQ

What happens if I do business in Texas without registering as a foreign LLC?

Your LLC cannot maintain a lawsuit or other proceeding in any Texas court until you register and pay a late registration fee. You also become liable for all fees and taxes that would have been owed had you been registered from the start. Texas courts have held that contracts entered before registration are still enforceable — you just can't use the courts to enforce them until you register.

How long does Texas foreign LLC registration take?

Online filings through SOSDirect are typically processed in 1–2 business days. Mail filings take 5–7 business days under normal conditions. Expedited processing is not currently available for foreign LLC registrations.

Do I need a new EIN after registering as a foreign LLC in Texas?

No. Your EIN (Employer Identification Number) stays with your LLC regardless of where you register. Your existing EIN covers all states where your LLC operates. You do not apply for a new EIN just because you're registering in Texas.

Can I withdraw my Texas foreign LLC registration later?

Yes. If you stop doing business in Texas, you can file Form 608 (Application for Withdrawal of Registration of a Foreign Limited Liability Company) with the Texas SOS. The fee is $15. You must also file any outstanding franchise tax reports and pay any taxes owed before withdrawing.

Does a Texas foreign LLC need to file a franchise tax report even if it has no Texas revenue?

Yes. Once registered as a foreign LLC in Texas, you must file a franchise tax report and PIR every May 15, regardless of whether you had Texas-sourced revenue that year. If your annualized total revenue is below the $2,650,000 no-tax-due threshold, you owe $0 — but the filing is still mandatory.

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.

Check my obligations — free →

Last verified: 2026-05-25

Sources: Texas Secretary of State — Foreign Entities · Texas Business Organizations Code § 9.001 et seq. · Texas Comptroller — Franchise Tax

Related guides: Texas LLC franchise tax · Texas registered agent requirements · Texas LLC compliance checklist