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Foreign or Out-of-State Entities

Notice: Businesses performing disaster- or emergency-related work: Certain out-of-state businesses who enter the state to perform disaster- or emergency-related work in this state during a disaster response period are exempt from the requirement to register as a foreign entity pursuant to Chapter 112 of the Business & Commerce Code. If your out-of-state business is exempt, you may choose to file a notification statement with the secretary of state. Please see Form 3901 (PDF) for out-of-state businesses and Form 3902 (PDF) for affiliates of in-state businesses. All exemptions under Chapter 112 of the Business & Commerce Code cease at the end of the disaster response period. The secretary of state cannot advise you regarding whether your business qualifies for an exemption under Chapter 112.

For information regarding state tax issues for out-of-state businesses assisting with recovery, please see the Texas Comptroller of Public Accounts website.

Whether an entity is domestic or foreign does not depend on the location of the principal business office. Instead, it depends on where the entity was formed and what law governs its internal affairs. If an organization was formed under, and the internal affairs are governed by, the laws of a jurisdiction other than Texas, the organization is a "foreign entity." We sometimes refer to foreign entities as out-of-state entities to reinforce the concept that entities formed in other U.S. states are foreign entities, as well as entities formed outside of the United States.

Registration Requirements

Section 9.001 of the Texas Business Organizations Code (“BOC”) requires the following types of foreign entities to file an application for registration with the Texas secretary of state if the entity is “transacting business” in Texas:

Other laws or circumstances may also be reasons for registration.

Register Online

Name Requirements

A foreign entity registering to transact business in Texas must register under a name that:

View our name availability rules.

You may request a preliminary name availability determination by calling (512) 463-5555 or by email.

Registration Under a Fictitious Name

If the entity's legal name does not meet the above requirements the entity must register in Texas under an assumed name (d/b/a). This special type of assumed name is often referred to as a fictitious name.

Where to file assumed name certificates.

The name requirements for registration to transact business in Texas do not affect trademark or other intellectual property rights. A certificate of registration or assumed name certificate does not authorize use of the name in violation of another person’s legal rights and does not, in and of itself, offer any trademark protection. See Trademark FAQs for more information.

Determining Whether to Register

Texas statutes do not define "transacting business." Helpful resources to determine whether an entity's activities in Texas require registration include:

Another helpful resource may be the comptroller's Texas Nexus Questionnaire (PDF), used by the comptroller to determine if a foreign entity is "doing business" in Texas for tax purposes.

Don't forget that even if you determine that your entity is not transacting business in Texas under the BOC, you may need to register under other law, such as the Insurance or Finance Codes.

No member of the secretary of state staff can determine whether an entity is transacting business in Texas or needs to file an application for registration. Determining whether to register is a business decision that may have tax consequences, raise legal issues, or impact licensing from another agency or state board.

Penalties for Not Registering

Failure to register can result in penalties, including:

How Do I Calculate My Late Filing Fees?

Late filing fees are determined by multiplying the number of whole or partial calendar years that have passed since the date the entity initially transacted business in Texas times the registration fee.

(The following entity types are not charged late fees for years prior to 2006: professional corporations, professional associations, business trusts, real estate investment trusts, and other foreign entities not required to register under prior law.)

Try Our Late Fees Calculator! (XLS, 63kb)

Limitation of Late Fees

If your entity will be assessed more than five years of late penalties, and you meet certain criteria, you may request that the secretary of state limit the fees you owe. The secretary of state will cap the late fees at five years for an entity that (1) submits evidence of an active right to transact business with the comptroller's office; and (2) certifies to the truth of the following statements:

The general policy of the secretary of state is that we do not waive late fees for foreign entities, aside from the five year fee cap, if applicable. If an entity believes it has unique circumstances and wishes to appeal the assessment of late fees, the appeal shall be in writing and may be sent by email, fax to 512-475-2781 or mail to P.O. Box 13697, Austin, TX 78711-3697, Attn: Corporations Attorneys.

Special Issues for Limited Liability Limited Partnerships (LLLPs)

A foreign limited liability limited partnership transacting business in Texas must apply for two certificates of registration. An LLLP transacting business in Texas must register as both a limited partnership and as a limited liability partnership.

Other Issues for Foreign Entities in Texas

Texas Taxes

Permits and Licenses

There is no general business license in Texas; however, depending upon the type of business the entity engages in, additional licensing requirements from other Texas agencies might apply.

Employer Issues

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