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

To register a foreign LLC in Texas, file Form 304 (Application for Registration of a Foreign Limited Liability Company) with the Texas Secretary of State, pay the $750 filing fee, and submit a certificate of existence from your home state dated within the last 90 days. Any LLC formed outside Texas is treated as a “foreign” entity, and you must register before you begin transacting business in the state. The paperwork itself is manageable in an afternoon once you have the right documents in hand; the trickier part is understanding the ongoing franchise tax and reporting obligations that follow.

Do You Actually Need to Register?

Texas law requires a foreign LLC to register before it transacts business in the state.¹ The statute doesn’t define “transacting business” with a bright-line test, so the question turns on whether your LLC has a physical footprint or recurring commercial activity in Texas. Hiring employees who live here, renting office or warehouse space, or regularly entering into contracts to provide services locally all cross the line.

The Business Organizations Code also lists activities that don’t trigger the registration requirement even though they happen within Texas.² Maintaining a Texas bank account, holding manager or member meetings here, defending or settling a lawsuit, collecting debts, completing an isolated transaction that wraps up within 30 days, moving goods through the state as part of interstate commerce, and holding a mortgage or lien on Texas real estate all sit inside those safe harbors. The moment your LLC starts actively selling, serving customers, or employing people in Texas on a recurring basis, registration is required.

What to Gather Before You File

Four pieces need to be in place before you sit down with Form 304.

A Compliant Name

Your LLC’s name must be distinguishable from every other entity already on file with the Secretary of State.³ You can search availability through SOSDirect before filing. The name must include “limited liability company,” “limited company,” or an abbreviation like “LLC” or “L.L.C.” If your actual name is already taken by another Texas entity, you’ll need to adopt a fictitious name for use in Texas and list it on the application.

A Texas Registered Agent

Every foreign LLC must designate a registered agent with a physical street address in Texas.³ The agent receives legal papers and official notices for you, so a P.O. box alone won’t work. The agent can be an individual who lives in Texas or a company authorized to do business here. Many out-of-state LLCs hire a commercial registered agent service, which typically runs $100 to $300 per year.

Your agent must consent to the appointment. The Secretary of State publishes a consent form (Form 401-A), but its use isn’t mandatory. You don’t file the consent with the state; keep a signed copy in your company records.

Certificate of Existence From Your Home State

Texas requires proof that your LLC is active and in good standing where it was originally formed. Request a certificate of existence (sometimes called a certificate of good standing) from the filing office in your home state. The certificate must be dated within 90 days of when you file in Texas.⁴ An expired certificate will get your application rejected, so don’t order it until you’re close to ready to file.

Governing Persons

The application requires the name and address of each person who manages the LLC.⁵ For a manager-managed LLC, list each manager. For a member-managed LLC, list each member. At least one governing person is required, and you can use a business address instead of a home address for privacy.

Filing Form 304

Form 304 is available on the Secretary of State’s website.⁶ You can file online through SOSDirect, which is the fastest route.⁷ You can also mail or hand-deliver the completed form to the Secretary of State’s office in Austin. If you submit by mail or in person, include two copies so the state can return a file-stamped copy for your records.⁴ Fax submissions are accepted if you include credit card information for payment.

The form asks for your LLC’s jurisdiction of formation, the date it was originally organized, a brief description of the business it will conduct in Texas, the registered agent information, and the governing persons.

Fees and Processing Times

The registration fee is $750.⁸ Online payments go through SOSDirect by credit card or prepaid account. Mailed submissions require a check or money order payable to the Secretary of State.

Standard processing takes anywhere from a few business days to several weeks depending on current volume. If you need it faster, the Secretary of State offers tiered expedited service on top of the registration fee:⁹

Standard expedited at $50, processed within two to three business days, available for mail or in-person submissions.
Next-day service at $500, in person only, for filings received by noon.
Same-day service at $750, in person only, for filings received by noon.

Paying for expedited service doesn’t guarantee approval; the state still reviews your application for compliance with all statutory requirements. Once approved, the Secretary of State issues a Certificate of Filing confirming your LLC’s authority to operate in Texas and assigns a Texas entity number that you’ll use for all future filings and tax reporting.

What It Costs to Skip Registration

The penalties for operating in Texas without registering go beyond a simple fine. Your LLC cannot bring a lawsuit in any Texas court on any claim arising from business you conducted in the state until you register.¹⁰ You can still defend yourself if someone sues you, and your contracts remain enforceable. But if a customer stiffs you on a $200,000 invoice, you can’t file suit to collect until you register.

On the financial side, a foreign LLC that transacted business without registering owes a civil penalty equal to all fees and taxes it would have paid had it registered on time, plus any penalties and interest on those unpaid amounts.¹⁰ The Secretary of State also collects a late filing fee if you’ve been operating for more than 90 days without registering: $750 multiplied by the number of calendar years you operated unregistered, counting any partial year as a full year.¹¹ An LLC that operated in Texas for three and a half years before registering would owe $3,000 in late fees (four years at $750), on top of the $750 registration fee. The Secretary of State may cap the late fees at five years if you can show you’ve satisfied all franchise and sales tax obligations with the Comptroller.

After You’re Registered

Registration is not a one-time event. Falling behind on these obligations can lead to forfeiture of your right to transact business in Texas, which again strips your ability to sue in Texas courts.¹²

Franchise Tax and Public Information Report

Texas imposes a franchise tax on every entity doing business in the state, including foreign LLCs. Reports are due each year by May 15.¹³ For 2026 reports, LLCs with annualized total revenue at or below $2.65 million owe no franchise tax and don’t need to file a franchise tax report.¹⁴

Even if you fall below that threshold and owe nothing, you must still file a Public Information Report each year by the same May 15 deadline.¹⁵ A late-filed report triggers a $50 penalty regardless of whether tax is due. Continued noncompliance can lead the Comptroller to forfeit your LLC’s right to transact business in Texas entirely.

Sales Tax Permit

If your LLC sells taxable goods or services in Texas, you’ll need a separate Texas Sales and Use Tax Permit from the Comptroller. The permit requirement applies when you sell tangible personal property, lease tangible property, or provide taxable services in the state. Even remote sellers with more than $500,000 in Texas revenue over the prior 12 months must obtain one.¹⁶ Apply before you start collecting sales tax.

Keeping Your Registered Agent Current

If your agent resigns or moves, file a change with the Secretary of State promptly using Form 401 and pay the $15 fee.¹⁷ Letting your registered agent lapse means legal documents served on your LLC may not reach you, which can lead to default judgments in lawsuits you never knew about.

A Note on FinCEN Reporting

If your LLC was formed in another U.S. state, you are exempt from filing a Beneficial Ownership Information report with the Financial Crimes Enforcement Network. A 2025 interim rule removed the BOI reporting requirement for all entities created in the United States.¹⁸ The only entities that still must file are those formed under the laws of a foreign country that have registered to do business in a U.S. state. If that describes your LLC, you have 30 days after receiving notice that your Texas registration is effective to file your initial BOI report with FinCEN.¹⁹

1
State of Texas. Texas Business Organizations Code Title 1, Chapter 9, Section 9-001
2
Justia Law. Texas Business Organizations Code Title 1, Chapter 9, Subchapter F – Determination of Transacting Business in This State
3
State of Texas. Texas Business Organizations Code Chapter 5 – Names of Entities, Registered Agents and Registered Offices
4
Office of the Texas Secretary of State. Form 304 – Instructions for Application for Registration of a Foreign Limited Liability Company
5
Texas Secretary of State. Form 304 – Application for Registration of a Foreign Limited Liability Company Instructions
6
Texas Secretary of State. Form 304 – Application for Registration of a Foreign Limited Liability Company
7
Texas Secretary of State. Business and Nonprofit Forms
8
Texas Secretary of State. Business Filings and Trademarks Fee Schedule
9
Office of the Texas Secretary of State. Introducing Texas Express Expedited Business Filings
10
State of Texas. Texas Business Organizations Code Chapter 9 – Foreign Entities
11
Texas Secretary of State. Foreign or Out-of-State Entities
12
State of Texas. Texas Tax Code Chapter 171 – Franchise Tax
13
Texas Comptroller of Public Accounts. Franchise Tax Overview
14
Texas Comptroller of Public Accounts. Texas Franchise Tax Report Forms for 2026
15
Texas Comptroller of Public Accounts. Texas Franchise Tax Public Information Report and Ownership Information Report
16
Texas Comptroller of Public Accounts. Texas Sales and Use Tax Frequently Asked Questions
17
Office of the Texas Secretary of State. Form 401 – Instructions for Change of Registered Agent/Office
18
FinCEN.gov. FinCEN Removes Beneficial Ownership Reporting Requirements for US Companies and US Persons
19
FinCEN.gov. Beneficial Ownership Information Reporting