How to register a foreign LLC in Texas
A foreign LLC registers in Texas by filing Form 304, Application for Registration of a Foreign Limited Liability Company, with the Texas Secretary of State — online through SOSPortal, by mail or in person. Texas does not ask for a certificate of good standing: the form itself certifies that the LLC exists in its home state. A Texas registered agent with a street address is required.
Checked against the Texas Secretary of State and the statute, November 2026.
- Application
- Form 304
- Home-state certificate
- Not required
- Texas registered agent
- Required
- Filed with
- Secretary of State
How it works in Texas
- From the home stateNo certificate; the form certifies existence
- In TexasA Texas registered agent
- The filingForm 304
Texas Secretary of State
When does a foreign LLC have to register in Texas?
Texas requires a foreign LLC to register once it transacts business in the state. The statute does not define the phrase; instead, section 9.251 of the Business Organizations Code lists activities that do not count as transacting business.
The Secretary of State’s own guidance is that, generally, a foreign entity is transacting business in Texas if it has an office or an employee there or is otherwise pursuing one of its purposes there — and that the office cannot give a legal opinion on a particular entity. Texas allows a 90-day grace period after the entity first transacts business; registering after that brings a late filing fee for each year, or part of a year, of delinquency.
Which form, and where is it filed?
Form 304, Application for Registration of a Foreign Limited Liability Company. Online through SOSPortal, by mail or in person.
Form 304 is filed with the Texas Secretary of State. The current instructions (revised 09/26) direct online filings to SOSPortal, with evidence of filing emailed to the submitter. Paper filings go by mail to P.O. Box 13697, Austin, TX 78711-3697, or by hand to 400 W. 15th St., Austin.
The application need not be notarized. It takes effect when filed, or on a delayed date not more than 90 days after it is signed. Item 7 asks for the date the LLC began, or will begin, transacting business in Texas — the date the late filing fee is measured from.
Does Texas need a certificate of good standing?
Not required as an attachment. Item 5 of Form 304 is a certification that the LLC currently exists as a valid limited liability company under the laws of its home jurisdiction, and the form is signed under penalty of perjury.
Does a foreign LLC need a Texas registered agent?
Required. Item 9 names either an organization — a Texas entity, or a foreign entity registered in Texas — or an individual Texas resident, and the LLC cannot name itself. The registered office must be a street address where process can be served on the agent in person during normal business hours, not solely a mailbox or answering service (BOC § 5.201). The agent must have consented, though the consent is not filed. By filing, the LLC also appoints the Secretary of State as its agent for service of process in the circumstances set out in BOC § 5.251.
What if the LLC’s name is taken in Texas?
The name must contain “limited liability company”, “limited company” or an abbreviation of either; if the home-state name lacks one, item 2A adds it for Texas. If the name is not available because it conflicts with an existing one, the LLC registers under an assumed name (item 2B) and must also file an assumed name certificate under chapter 71 of the Business & Commerce Code — Form 503 with the Secretary of State. The Secretary of State reads the statute to require that the LLC then do business in Texas under that assumed name.
Is it the same filing for a corporation?
No. Everything above is the rule for a foreign LLC. Other entity types file their own Texas application: Form 301 for a foreign for-profit corporation, Form 305 for a professional LLC and Form 313 for a series LLC.
What does Texas expect after the LLC qualifies?
Qualifying is the start, not the end: the LLC now owes Texas the same kind of upkeep as a local company.
Franchise tax report and Public Information Report
Foreign entities subject to the state franchise tax file an annual franchise tax report with the Texas Comptroller of Public Accounts, and LLCs subject to it file a Public Information Report naming their governing persons as part of that report (Secretary of State FAQ).
Amendments
A registered foreign entity files an amendment to its registration on or before the 91st day after it changes its name or the business or activity stated in its application (Form 406).
Agent and office
If the registered agent or registered office changes, the LLC files a statement with the Secretary of State. Failing to maintain an agent and office can lead to revocation of the registration.
What the franchise tax report asks for, when it is due and who files it: Texas franchise tax report. Every recurring Texas deadline, by entity type, is in the compliance calendar. LLCity files recurring state reports for you — see Run services.
What happens if a foreign LLC does business in Texas without registering?
An LLC that transacts business in Texas without registering cannot maintain an action, suit or proceeding in a Texas court until it registers; the attorney general can ask a court to stop it transacting business in Texas; and it is liable for a civil penalty equal to the fees and taxes it would have paid had it registered when first required — on top of the late filing fee.
Already doing business there? Tell us when the LLC started, and we will check what the Secretary of State will ask for before anything is filed.
Questions about foreign qualification in Texas
What form registers a foreign LLC in Texas?
Form 304, Application for Registration of a Foreign Limited Liability Company, filed with the Texas Secretary of State online through SOSPortal, by mail or in person. A foreign for-profit corporation files Form 301 instead.
Does Texas require a certificate of good standing to register a foreign LLC?
No. Form 304 does not ask for one; item 5 of the form certifies that the LLC exists as a valid limited liability company in its home jurisdiction.
What if my LLC’s name is already taken in Texas?
The LLC registers under an assumed name that meets Texas name rules (item 2B of Form 304), files an assumed name certificate (Form 503), and does business in Texas under that name.
Is there a grace period to register in Texas?
Yes. Texas gives a foreign entity 90 days after it first transacts business in the state. After that, a late filing fee applies for each year or part of a year it went unregistered.
Which Texas laws and pages is this based on?
Texas Business Organizations Code, chapter 9
Sources, checked November 2026:
- Texas Secretary of State— Instructions for Form 304 (revised 09/26)
- Texas Secretary of State— Form 304, Application for Registration of a Foreign LLC
- Texas Secretary of State— Foreign or Out-of-State Entities FAQs
- Texas Secretary of State— Business Organizations forms (Forms 301–313, 503)
Checked against the Texas Secretary of State and the statutes above · Last reviewed November 2026. No fees are shown: state fees are confirmed with you before anything is filed. Not legal advice: the filing office has the final word on your entity.
Texas
Expanding into Texas?
Tell us the entity, its home state and when it starts doing business in Texas. We order the certificate, appoint the registered agent and file the Form 304 — for one entity or a whole portfolio. Most quotes are same-day; call 212-202-5750.