How to Register a Foreign LLC in Texas: Form 304, Agent, Fees

To register a foreign LLC in Texas, file an Application for Registration (Form 304) with the Texas Secretary of State and pay the $750 filing fee before you start operating in the state. “Foreign” here just means your LLC was formed somewhere other than Texas, whether that’s another U.S. state or another country. Before you file, you’ll need a name that’s distinguishable from every other entity on record in Texas, a Texas registered agent, and a Certificate of Existence from your home state dated within the last 90 days.¹

Do You Actually Need to Register?

Texas requires any foreign LLC “transacting business” in the state to register before doing so.¹ The statute never defines that phrase, but Section 9.251 of the Texas Business Organizations Code lists 16 activities that specifically do not count.² The common ones:

Maintaining a Texas bank account.
Owning real or personal property in Texas without doing more with it.
Isolated transactions completed within 30 days that aren’t part of a repeated pattern.
Business conducted through Texas as part of interstate commerce.
Holding internal meetings of members or managers in Texas.
Creating or acquiring debts, mortgages, or security interests in Texas property.
Making sales through an independent contractor rather than your own employees.

What almost always does trigger registration: maintaining a physical office in Texas, hiring Texas-based employees, or entering into repeated commercial contracts inside the state. If your situation sits between the two lists, register. The penalties for guessing wrong are harsher than the $750 filing fee.

Pick a Name That Will Clear the Secretary of State

Your LLC’s name has to be distinguishable from every other entity already on file with the Texas Secretary of State, including domestic and foreign corporations, limited partnerships, other LLCs, and reserved names.³ Minor differences in punctuation or capitalization aren’t enough; “ABC Holdings LLC” and “A.B.C. Holdings, L.L.C.” read as the same name to the state.

If your home-state name is already taken or too close to an existing Texas filing, you’ll adopt a fictitious name for your Texas operations and put that name on the application. You can check availability through the SOSDirect online portal or by calling the Secretary of State’s name availability line at (512) 463-5555.⁴ Whatever name you use in Texas must include an organizational indicator such as “Limited Liability Company,” “Limited Company,” “LLC,” or “L.L.C.,” and it can’t contain words suggesting your LLC is in a line of business it isn’t authorized to pursue.

Line Up a Texas Registered Agent

Every foreign LLC must designate and continuously maintain a registered agent with a registered office in Texas.³ The agent receives lawsuits and official state notices on your LLC’s behalf. The agent has to be either a Texas resident or a business entity authorized to operate in Texas, and the registered office must be a physical street address in the state. P.O. boxes don’t work.

Your agent has to consent to the role in writing or electronically, with a signature and date. You keep that consent in your company records rather than filing it with the state.⁵ Commercial registered agent services generally run between $50 and $300 per year.

Order Your Certificate of Existence

Texas wants proof that your LLC is in good standing where it was formed. That comes in the form of a Certificate of Existence (also called a Certificate of Good Standing) from the Secretary of State or equivalent authority in your home jurisdiction. The certificate must be dated within 90 days of your Texas filing date, so order it close to when you plan to submit the application.¹ If it’s in a language other than English, attach a certified translation.

Complete and File Form 304

Form 304 is the Application for Registration of a Foreign Limited Liability Company.⁶ You’ll fill in:

Your LLC’s exact legal name as it appears in your home state, plus a Texas fictitious name if you need one.
The jurisdiction and date of formation.
Your principal office address.
The names and addresses of your managers or members.
The Texas registered agent and registered office.
The business purpose you plan to pursue in Texas, which can be broad. The instructions let you write “any lawful business or activity under the law of this state” instead of listing specific activities.⁷

An authorized representative signs the form.

Where to Submit and What It Costs

Send the completed application, the Certificate of Existence, and the $750 filing fee to the Texas Secretary of State.⁸ The fee is non-refundable. Payment can be made by credit card, check, or through a pre-funded SOSDirect account.

Filing online through SOSDirect is the fastest route; you enter the information directly and upload a scanned copy of your certificate. You can also mail paper documents or deliver them in person. Paper filings should include two copies of the application and a cover letter noting your preferred return method.

Processing Times

As of October 2025, the Secretary of State offers tiered processing through its Texas Express system:⁹

Same-day processing for filings received in person by noon.
Next-day processing for filings received in person by noon.
Standard expedited processing in roughly two to three business days for mail or in-person filings.

Expedited handling costs $50 per document.¹⁰ Non-expedited filings take longer, and times move with seasonal volume. When the state approves your filing, it issues a stamped Certificate of Registration as proof of your authority to operate in Texas.

What to Do Right After You’re Registered

Texas Franchise Tax and Annual Reports

The moment your registration is effective, your LLC is subject to the Texas franchise tax. Franchise tax reports are due every year by May 15.¹¹ Whether you owe any tax depends on your revenue. For the 2026 report year, the no-tax-due threshold is $2.47 million in annualized total revenue.¹² At or below that number, you owe no franchise tax and don’t need to file the franchise tax report.

Even when no tax is due, you still have to file an annual information report with the Comptroller — a Public Information Report or an Ownership Information Report — every year, regardless of revenue.¹¹ Skipping these filings can eventually lead to the forfeiture of your right to transact business in the state.

Keep Your Registered Agent Current

You must continuously maintain a registered agent in Texas for as long as your registration is active. If your agent resigns or your registered office address changes, update the information with the Secretary of State promptly.³

EIN, If You Don’t Already Have One

If your LLC doesn’t already have an Employer Identification Number from the IRS, you’ll need one. LLCs with a U.S. address can apply online and receive the number immediately. Foreign entities without a U.S. address apply by phone, fax, or mail using Form SS-4.¹³

Beneficial Ownership Reporting — Only for Non-U.S. Entities

One boundary worth knowing: a March 2025 rule change exempted all domestically formed entities from Beneficial Ownership Information reporting under the Corporate Transparency Act. If your LLC was formed in another U.S. state, you have no BOI filing to make.¹⁴ If your LLC was formed under the laws of a foreign country and you register it in Texas, you have 30 calendar days after receiving notice that your registration is effective to file the initial BOI report with FinCEN. The filing is free and submitted through FinCEN’s online system.¹⁵

What Happens If You Skip Registration

Operating in Texas without registering comes with real costs:¹

Your LLC cannot file or maintain a lawsuit in any Texas court until it registers. You can still be sued; you just can’t initiate.
The Texas Attorney General can seek a court order barring your LLC from doing business in the state.
You owe a civil penalty equal to all fees and taxes that would have been due if you had registered when you first started transacting business in Texas.
If you’ve been operating in Texas for more than 90 days without registering, the Secretary of State charges a late filing fee equal to the $750 registration fee for each full or partial calendar year you were delinquent.⁸

Three years of unregistered operations would mean $2,250 in late filing fees on top of the regular $750 and any franchise tax owed. Some banks also refuse to work with an unregistered foreign entity, even though a bank account on its own doesn’t require registration.¹⁶

When You’re Done: Withdraw Properly

If your LLC stops doing business in Texas, formally withdraw instead of letting things lapse. File Form 608 (Certificate of Withdrawal) with the Secretary of State, either through SOSDirect or by mail.¹⁷ Until you officially withdraw, you remain responsible for annual franchise tax filings and registered agent obligations. Letting those lapse without withdrawing invites penalties and an involuntary revocation, which is a messier situation to clean up if you ever want to operate in Texas again.

1
Office of the Texas Secretary of State. Foreign or Out-of-State Entities FAQs
2
State of Texas. Texas Business Organizations Code Chapter 9
3
State of Texas. Texas Business Organizations Code Chapter 5
4
Texas Secretary of State. Name Filings FAQs
5
LII / Legal Information Institute. 1 Tex. Admin. Code 79.29 – Consent to Serve as Registered Agent
6
Office of the Texas Secretary of State. Form 304 – Application for Registration of a Foreign Limited Liability Company
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Office of the Texas Secretary of State. Form 304 – Instructions for Application for Registration of a Foreign Limited Liability Company
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Texas Secretary of State. Business Filings and Trademarks Fee Schedule
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Office of the Texas Secretary of State. Introducing Texas Express Expedited Business Filings
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Office of the Texas Secretary of State. Secretary of State Payment Form
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Texas Comptroller of Public Accounts. Franchise Tax Overview
12
Texas Comptroller of Public Accounts. Texas Franchise Tax Report Forms for 2026
13
Internal Revenue Service. Instructions for Form SS-4 Application for Employer Identification Number
14
FinCEN.gov. Beneficial Ownership Information Reporting
15
Financial Crimes Enforcement Network. Frequently Asked Questions
16
Office of the Texas Secretary of State. Foreign or Out-of-State Entities
17
Office of the Texas Secretary of State. Business and Nonprofit Forms