How to Register a Foreign Entity in Texas: Agent, Filing, and Fees

To register a foreign entity in Texas, file an application for registration with the Texas Secretary of State, pay the $750 filing fee (for most for-profit entities), and appoint a Texas registered agent before you begin transacting business in the state.¹ Texas treats every entity organized under another jurisdiction’s laws as a “foreign entity,” whether that jurisdiction is Delaware, California, or another country.²

The registration requirement covers foreign corporations, LLCs, limited partnerships, business trusts, real estate investment trusts, cooperatives, and any other entity that provides limited liability to its owners.³ It stays in place for as long as the entity does business in Texas.

Do You Actually Need to Register

Texas law doesn’t define “transacting business” with a single test. Instead, Section 9.251 of the Business Organizations Code lists sixteen categories of activity that fall below the threshold; if what you’re doing in Texas stays inside those categories, you don’t need to register.⁴

Activities that don’t trigger registration include:

Defending a lawsuit or settling a claim in Texas.
Holding internal manager, director, or member meetings in the state.
Maintaining a bank account.
Owning real or personal property without doing more.
Completing an isolated transaction within 30 days that isn’t part of a pattern.
Selling into Texas through an independent contractor rather than your own employees.
Conducting interstate commerce without a local presence.

Activities that reliably do trigger registration include opening a physical office, warehouse, or retail location in Texas, employing Texas residents, and regularly entering into contracts within the state. Even a single remote employee working from a Texas home office can establish enough of a physical presence to require registration and trigger state tax obligations. If your company has Texas-based staff, treat registration as mandatory regardless of whether you have a traditional office.

Check Name Availability

Before filing, confirm the entity’s legal name is available. The name must be distinguishable from every existing domestic or foreign entity on file, any registered fictitious name, and any active name reservation.⁵ You can run this search through the SOSDirect online portal for a $1 statutory fee per search.⁶

If your legal name conflicts with an existing record, you’ll need to register under an assumed name that complies with Chapter 5 of the Business Organizations Code.⁷ The name also cannot suggest the entity is engaged in a business it isn’t authorized to pursue.²

Appoint a Texas Registered Agent

Every foreign entity authorized to do business in Texas must maintain a registered agent in the state to receive legal notices and official correspondence. The agent can be either an individual Texas resident or another entity that is itself registered or authorized to do business in Texas.⁸

The registered office must be a physical street address where the agent can be personally served during normal business hours. A post office box or a mailbox-only commercial service generally won’t qualify, though a commercial enterprise can serve as the registered office if that enterprise is itself the registered agent.⁹ The entity cannot name itself as its own agent. If nobody you employ is physically present in Texas, third-party registered agent services typically charge between $35 and $350 per year.

File the Application

The specific form depends on entity type. A foreign for-profit corporation uses Form 301; LLCs, limited partnerships, and other entity types each have their own form. Forms 301, 303, 304, 305, 306, 309, 311, 312, and 313 all carry the same $750 filing fee for for-profit entities.¹

Whatever form applies, the application asks for:

The full legal entity name and type, as shown on the formation documents.
The jurisdiction of formation and the formation date.
The federal Employer Identification Number (FEIN).
A statement that the entity validly exists under the laws of its home jurisdiction.
A statement of purpose (this can be as broad as “any lawful business or activity”).
The principal office address.
Registered agent and registered office information.
Names and addresses of directors, officers, managers, or equivalent governing persons.
The date the entity plans to begin, or already began, transacting business in Texas.

This information comes from Form 301 and the Secretary of State’s filing instructions, though the requirements are substantially the same across entity types.¹⁰⁷

How to Submit

The fastest route is SOSDirect, the Secretary of State’s online filing portal, which accepts American Express, Discover, MasterCard, and Visa.⁶ Paper applications go to the Corporations Section at P.O. Box 13697, Austin, TX 78711-3697, or in person at 1019 Brazos St., Austin, TX 78701.¹¹ Paper filings take longer.

Expedited Processing

If timing matters, mailed or hand-delivered documents can be expedited for an extra fee. Standard expedited service is $50 per document, with processing typically within two to three business days; include a cover letter requesting expedited service along with your email and phone number. Next-day service is $500 per document and same-day service is $750 per document, both available only for in-person delivery by noon at 400 W. 15th Street, Austin.¹² Same-day and next-day service are currently limited to certain filing types, so confirm with the Secretary of State that foreign entity registrations qualify before relying on those tiers. Standard $50 expedited processing is available for all document types.

Once the Secretary of State accepts the application, the office issues a Certificate of Registration confirming the entity is authorized to transact business in Texas.

What Happens If You Skip Registration

The most damaging consequence catches many businesses off guard: an unregistered foreign entity cannot maintain a lawsuit in a Texas court if the claim arises from business conducted in the state.¹³ The entity can still be sued, but it cannot file its own action. A company that needs to enforce a contract, collect a debt, or protect intellectual property in Texas would first have to register and resolve any outstanding penalties before the courthouse doors open.

The Texas Attorney General can also seek an injunction prohibiting further business in the state. Civil penalties may be assessed in an amount equal to all fees and taxes that would have been owed had the entity registered from the start, and the Secretary of State can collect a late filing fee if the entity operated in Texas for more than 90 days without proper registration.

Ongoing Obligations After You Register

Registration brings the entity under Texas’s franchise tax, an annual tax based on the entity’s margin rather than on net income. For the 2026 report year, the rate is 0.375% of taxable margin for retail or wholesale businesses and 0.75% for all others. Entities with annualized total revenue at or below $2,650,000 owe no franchise tax for the 2026 report year.¹⁴ Even if you fall below that threshold, you still have to file a Public Information Report.¹⁵

Every registered entity must file that Public Information Report annually with the Texas Comptroller. The PIR updates the state on officers, directors, managers, and registered agent information, and it’s due May 15, the same deadline as the franchise tax report.¹⁶¹⁷

You must also continuously maintain the registered agent and registered office. If the agent resigns or the office address changes, file an update with the Secretary of State promptly. The state can revoke a foreign entity’s authorization to transact business in Texas for failure to maintain a registered agent.⁸

If Things Change Later

If your registration is revoked, you have three years from the effective date to reinstate it by correcting the underlying issue, paying outstanding fees and penalties, and filing a Certificate of Reinstatement on Form 811.¹⁸ Miss that window and you’d have to start the registration process over.

When the entity stops doing business in Texas, formally withdraw rather than letting the registration sit. Withdrawal uses Form 608 (Certificate of Withdrawal), which carries a $15 filing fee for most entities.¹⁹ Any entity subject to the franchise tax must obtain a Certificate of Account Status (Form 05-305) directly from a Comptroller representative before the Secretary of State will accept the withdrawal filing; a printout from the Comptroller’s website will not be accepted.²⁰ If the entity dissolved or merged in its home jurisdiction rather than simply ceasing Texas operations, Form 612 applies instead of Form 608.

1
Texas Secretary of State. Form 806 Business Filings and Trademarks Fee Schedule
2
Office of the Texas Secretary of State. How to Register a Foreign Entity in Texas
3
State of Texas. Texas Code Business Organizations Code 9.001 – Foreign Entities Required to Register
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State of Texas. Texas Code Business Organizations Code 9.251 – Activities Not Constituting Transacting Business in This State
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Office of the Texas Secretary of State. Name Filings FAQs
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Office of the Texas Secretary of State. SOSDirect – Online Business Services
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Office of the Texas Secretary of State. Instructions for Application for Registration of a Foreign For-Profit Corporation
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Office of the Texas Secretary of State. Registered Agents FAQs
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Office of the Texas Secretary of State. Registered Agents
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Texas Secretary of State. Form 301 – Application for Registration of a Foreign For-Profit Corporation
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Office of the Texas Secretary of State. Contact the Agency
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Office of the Texas Secretary of State. Introducing Texas Express Expedited Business Filings
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State of Texas. Texas Business Organizations Code BUS ORG 9.051
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Texas Comptroller of Public Accounts. Franchise Tax
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Texas Comptroller of Public Accounts. Texas Franchise Tax Report Forms
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Texas Comptroller of Public Accounts. Due Dates for Taxes, Fees and Information Reports
17
Texas Comptroller of Public Accounts. Texas Franchise Tax Public Information Report and Ownership Information Report
18
Texas Secretary of State. Form 811 – Certificate of Reinstatement
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Texas Secretary of State. Form 608 – Certificate of Withdrawal of Registration Instructions
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Texas Comptroller of Public Accounts. Requesting Tax Certificates and Tax Clearance Letters