Registering a Foreign LLC in Texas (Form 304)

If you formed your LLC in another state (Delaware, Wyoming, Nevada, California, etc.) and want to conduct business in Texas, you must register as a foreign LLC with the Texas Secretary of State. The filing fee is $750 — one of the highest foreign registration fees in the country. See all LLC types or our formation guide.

What Is a "Foreign LLC" in Texas?

"Foreign" in this context does not mean international — it means formed in a state other than Texas. Any LLC organized under the laws of another US state, territory, or foreign country that wants to transact business in Texas must register. Texas law governs foreign entity registration.

When Registration Is Required

Under the Texas Business Organizations Code, you must register if your out-of-state LLC is "transacting business" in Texas. This includes:

• Maintaining an office or place of business in Texas
• Having employees in Texas
• Owning or leasing real property in Texas
• Having a bank account in Texas for business operations
• Soliciting business in Texas through local sales representatives
• Regular and sustained business activities directed at Texas customers

Activities that do NOT require registration :

• Maintaining bank accounts (solely for deposits)
• Holding board/member meetings in Texas
• Maintaining agents for service of process
• Isolated transactions (one-time deals)
• Transacting business in interstate commerce (not specifically targeting Texas customers)
• Owning real property passively (some disputes exist on this)

How to Register — Form 304

Application for Registration of a Foreign LLC:

1. File Form 304 with the Texas Secretary of State
2. Filing fee: $750
3. Required information:

• LLC name (must be available in Texas; if your home state name conflicts with a Texas entity, you must adopt a fictitious name for Texas)
• Home state and formation date
• Principal office address
• Texas registered agent name and physical address
• Address of LLC's main office in Texas (if any)
• Names and addresses of managers (if manager-managed)

4. File online via SOSDirect or by mail

Processing time: 5-7 business days (online), 2-3 weeks (mail)

Ongoing Requirements After Registration

Once registered as a foreign LLC in Texas:

• Franchise Tax Report + PIR: Due May 15 annually with the Comptroller — same as domestic LLCs
• Maintain registered agent: Same requirements as domestic LLCs (physical Texas address, the Texas Business Organizations Code)
• Report changes: If your home state LLC changes its name, address, or management, file an amended application in Texas

Cost Analysis: Foreign LLC vs. Forming in Texas

The math for most small businesses: If you operate primarily in Texas, forming in Texas ($300) costs less than registering a foreign LLC ($750) — and you avoid maintaining compliance in two states. Forming in Delaware or Wyoming and then registering in Texas means paying fees and filing reports in both states.

See our Texas vs. Delaware comparison and Texas vs. Wyoming comparison for detailed analysis.

Penalties for Operating Without Registration

If you transact business in Texas without registering:

• Cannot sue in Texas courts — your lawsuit will be dismissed/abated until you register
• All back fees owed — you owe every annual filing fee you would have paid from the date you should have registered
• Late penalties — standard Comptroller penalties on delinquent franchise tax
• Personal liability risk — courts may treat the unregistered LLC as not existing, potentially exposing members

FAQ

Why is Texas's foreign LLC fee $750?

Texas has one of the highest foreign registration fees in the country (compared to $250 in New York, $100 in Florida, $150 in California). This is another reason that forming directly in Texas is often more economical than forming elsewhere and registering here.

Can I use my home state LLC name in Texas?

Only if the name is distinguishable from existing Texas entities. If your name conflicts with a Texas entity already on file, you must adopt a "fictitious name" for use in Texas .

Do I need to maintain a registered agent in both states?

Yes. You must maintain a registered agent in your home state (where you formed) AND in Texas (where you registered as a foreign LLC). This is a dual-state compliance burden.

Can a foreign LLC form a Series in Texas?

A foreign Series LLC can register in Texas, but the series liability protections from your home state may not be recognized in Texas unless your LLC complies with Texas Series LLC requirements. Consult an attorney for cross-state Series LLC issues.

What if I stop doing business in Texas?

File Form 608 (Certificate of Withdrawal) with the Texas SOS. You must first obtain a Certificate of Account Status from the Comptroller (proving franchise tax obligations are met). Withdrawal fee: $15.