Texas Registered Agent for Foreign Entities

An LLC or corporation organized outside Texas has to register with the Texas Secretary of State before it starts doing business here, and Texas treats it as a "foreign" entity. Naming a Texas registered agent is one piece of that filing.

When You Need to Register

"Foreign" means out-of-state. A Delaware LLC with a Texas office is a "foreign LLC" in Texas.

Texas law never spells out what "transacting business" means. The Secretary of State's working rule is that having an office or an employee in Texas, or otherwise carrying out the company's purpose here, usually counts. In practice that tends to mean:

• An office, warehouse, or retail location in Texas
• Staff who work in Texas
• Ongoing operations run from inside the state

Section 9.251 of the Business Organizations Code lists 16 things that do not count on their own, among them internal meetings, keeping a bank account, selling through an independent contractor, interstate commerce, a one-time deal wrapped up within 30 days, and simply owning property here. A Texas license or permit may or may not require registration first, depending on the agency that issues it. If your situation is borderline, consult a Texas business attorney.

Consequences of Operating Without Registration

Skipping registration does not void your deals, but it gets expensive:

• Your LLC cannot bring a lawsuit in a Texas court over Texas business until it registers (it can still defend one)
• After a 90-day grace period, the Secretary of State charges a late fee equal to the $750 registration fee for each calendar year, or part of a year, you operated unregistered
• The state can collect a civil penalty equal to the fees and taxes you would have paid, plus penalties and interest, and the attorney general can ask a court to stop you from doing business here
• You are still subject to Texas franchise tax obligations
• Contracts you signed while unregistered stay valid

How to Register a Foreign Entity in Texas

1. Confirm Your Home-State Standing Texas does not ask for a certificate from your home state. Instead, Form 304 has you certify that the LLC currently exists as a valid company where it was formed, so make sure it is current there before you sign.

2. Appoint a Texas Registered Agent Name an agent who has a real Texas street address, not just a mailbox, and who has agreed to take on the role.

3. File the Application for Registration

• Foreign LLC: Form 304, the Application for Registration of a Foreign Limited Liability Company
• Foreign Corporation: Form 301, the Application for Registration of a Foreign For-Profit Corporation

File online through SOSPortal, which took over from SOSDirect on September 29, 2026, or send the paper form by mail.

4. Pay the Filing Fee The state fee is $750 for either form. Paying by card in SOSPortal adds a convenience charge of $0.25 plus 2.25%.

5. Meet Ongoing Obligations Once registered, your foreign entity must:

• Send its yearly franchise tax filings to the Comptroller on or before May 15 (Texas has no separate annual report at the Secretary of State)
• Never let its registered agent or registered office lapse
• Comply with all Texas tax and regulatory requirements

Franchise Tax for Foreign Entities

Foreign-qualified entities are subject to the same franchise tax rules as Texas-formed entities:

• No-tax-due threshold of $2.65 million in annualized total revenue for the 2026 and 2027 reports
• Tax rate of 0.375% (qualifying wholesalers/retailers) or 0.75% (all others)
• Annual filing deadline: May 15
• At or under the threshold, no franchise tax report is due, but the Public Information Report still has to be filed every May 15

Why a Texas Registered Agent Matters

Your registered agent is the only guaranteed point of contact between your foreign entity and the Texas legal system. Without a valid agent:

• Courts cannot serve you properly
• The Secretary of State cannot deliver notices
• Your registration may be revoked

Companies run from another state rarely have a person at a Texas address all day, and that is the gap a professional registered agent covers.

Our Service

$99/year gets you:

• A Texas registered agent address for your registration filing
• Court papers scanned for Texas
• Franchise tax and PIR deadline reminders
• Privacy: our Texas address on SOS records, not your out-of-state address

Form 304 and Form 301 both carry a $750 state fee, and our charge to complete either one and submit it through SOSPortal is $199. That $199 also covers twelve months of Texas registered agent service, so nothing separate is due at signup.

Order Here Not sure your company needs to register? Contact us.