Foreign LLCTX

Texas Foreign LLC Registration 2026: $750 Application for Registration (Form 304)

Last updated: January 28, 2026

8 min read2,000 words

CPA · Small Business Compliance Specialist

Quick Answer

To register a foreign LLC in Texas, file the Application for Registration of a Foreign Limited Liability Company (Form 304) with the Texas Secretary of State, pay the $750 filing fee, and designate a Texas registered agent. The form is submitted in duplicate. Unlike most states, Texas does not require you to attach a certificate of existence from your home state. At $750, Texas has one of the highest foreign LLC registration fees in the country.

Key Takeaways

Foreign LLC registration fee is $750 (one of the highest in the U.S.)
File Application for Registration (Form 304), in duplicate
No certificate of existence required by the Texas SOS
Must appoint a Texas registered agent (no PO boxes)
Subject to Texas franchise tax; Public Information Report due May 15
Register within 90 days of first transacting business to avoid a $750-per-year late fee

Item	Cost/Details	Notes
Foreign LLC Registration	$750	Form 304 Application for Registration (filed in duplicate)
Late Registration Fee	$750/year	Per year (or part) transacted before registering, after a 90-day grace period
Texas Registered Agent	$50-$200/year	If using a professional service
Franchise Tax (if applicable)	0.375-0.75%	No tax due below $2,650,000 total revenue (2026)
Public Information Report	$0	Filed by May 15 each year

When Registration Is Required

If your LLC was formed in another state but you want to conduct business in Texas, you likely need to register as a foreign LLC. "Foreign" in this context means out-of-state, not international. For a broader overview of Texas LLC compliance, see our Texas LLC compliance hub.

Activities That Require Registration

Having a physical office, store, or warehouse in Texas
Employing workers in Texas
Regularly meeting with clients in Texas
Owning or leasing real property in Texas
Maintaining inventory in Texas
Providing services in Texas on a regular basis
Having a Texas phone number or address for business purposes

Activities That Generally Don't Require Registration

Making occasional sales to Texas customers
Selling products online to Texas buyers (without physical presence)
Holding meetings in Texas
Maintaining bank accounts in Texas
Owning stock in Texas corporations
Conducting isolated transactions

When in Doubt: If you're regularly conducting business activities in Texas, you should register. The consequences of operating without registration can be significant, including inability to enforce contracts in Texas courts.

Registration Requirements

To register your foreign LLC in Texas, you'll need:

Required Documents

Application for Registration (Form 304): The official Texas registration form, submitted to the Secretary of State in duplicate along with the $750 fee.

No certificate of existence required. Unlike most states, the Texas Secretary of State does not require you to attach a certificate of existence or good standing from your home state. Form 304 itself contains a statement that your LLC validly exists in its jurisdiction of formation. (Your home state may still charge for one if you ever need it for another purpose, such as a bank or lender.)

Required Information

LLC's legal name (must be available in Texas or you need a fictitious name)
State and date of formation
Principal office address
Texas registered agent name and address
Name and address of each governing person (manager or member)
Federal Employer Identification Number (FEIN)

Name Availability

Your LLC name must be distinguishable from other business names on file in Texas. If your name is already taken, you can:

Register under an assumed name (fictitious name) in Texas
Get written consent from the existing entity
Use a variation that's distinguishable

Step-by-Step Registration Process

Step 1: Verify Name Availability

Search the Texas Secretary of State database to confirm your LLC name is available:

Use the SOSDirect name search tool
Check for similar names that could cause confusion
Reserve the name if needed (optional, $40 for 120 days)

Step 2: Confirm Your Home-State Standing

Texas does not require a certificate of existence attached to Form 304, but your LLC must validly exist in its home state:

Make sure your home-state LLC is active and in good standing
Confirm your exact legal name as filed in your formation state
Note your state and date of formation for the application
No certificate needs to be ordered or mailed to Texas

Step 3: Appoint a Texas Registered Agent

Designate a registered agent with a physical Texas address:

Can be an individual Texas resident
Can be a professional registered agent service ($50-$200/year)
Must be available during business hours
PO Boxes not acceptable

Step 4: Complete Form 304

Fill out the Application for Registration as a Foreign Limited Liability Company:

Available on Texas Secretary of State website
Can be filed online through SOSDirect
Include all required information accurately
Have an authorized person sign the form

Step 5: Submit and Pay Fee

Submit your application with the required documents and fee:

Filing fee: $750
Submit Form 304 in duplicate (two copies)
Online filing through SOSDirect is fastest
Can also file by mail, fax, or in person with the Secretary of State

Step 6: Receive Registration Certificate

Once approved, you'll receive your Certificate of Registration:

Standard processing: 5-7 business days
Expedited processing available for additional fee
Keep certificate with your business records

Fees and Costs

State Filing Fees

Fee Type	Amount	Notes
Registration Fee (Form 304)	$750	One-time filing fee, filed in duplicate
Late Registration Fee	$750/year	Per year (or part) transacting before registering, after a 90-day grace period
Name Reservation (optional)	$40	Form 501, reserves name for 120 days
Assumed Name Certificate (if name taken)	$25	Form 503, to operate under a different name in Texas
Expedited Processing	$25	Optional, per document

Important: Texas has one of the highest foreign LLC registration fees in the country at $750. Factor this into your decision about whether to register an existing LLC or form a new Texas LLC ($300 formation fee). Consider consulting with a business attorney or CPA.

Ongoing Costs

Registered Agent: $50-$200/year (if using a professional service)
Franchise Tax: 0.375% (retail/wholesale) or 0.75% (other) of taxable margin — no tax due below $2,650,000 total revenue (2026)
Public Information Report: No state fee, due May 15 each year

For the full breakdown of Texas LLC costs, see our guide to Texas LLC taxes and fees and the Texas franchise tax / annual report.

Ongoing Compliance Requirements

Once registered, your foreign LLC must maintain compliance with Texas requirements:

Annual Requirements

Franchise Tax Report: Due annually by May 15. Entities above the no-tax-due threshold file a franchise tax report; those at or below it owe no tax.
Public Information Report: Due by May 15 each year. Even entities below the threshold (and therefore owing no tax) must file this report.
Maintain Registered Agent: Keep a valid Texas registered agent and registered office at all times. See Texas registered agent requirements.

Texas Franchise Tax

No-Tax-Due Threshold

Businesses with annualized total revenue at or below the no-tax-due threshold ($2,650,000 for the 2026 report, adjusted periodically) owe no franchise tax but must still file the Public Information Report. This benefits most small businesses operating in Texas.

For businesses above the threshold:

Retail and wholesale: 0.375% of margin
Other businesses: 0.75% of margin
Multiple calculation methods available to minimize tax

Penalties for Non-Registration

Texas gives foreign entities a 90-day grace period to register after first transacting business in the state. Miss it, and operating in Texas without proper registration can result in serious consequences:

Late registration fee: If you transacted business in Texas for more than 90 days before registering, the Secretary of State charges a late fee equal to the $750 registration fee for each year, or part of a year, you operated unregistered. For example, an entity that operated for parts of three calendar years would owe roughly $3,000 in late fees on top of the standard $750.

Legal Consequences

Cannot sue in Texas courts: Cannot bring legal action to enforce contracts
Contracts still enforceable against you: Others can sue you, but you can't sue them
May face penalties and back fees: When you eventually register
Personal liability risk: Members may lose liability protection

Financial Penalties

Late registration fee of $750 per year (or part) operated before registering
5% franchise tax penalty if paid 1-30 days late
10% franchise tax penalty if paid more than 30 days late
$50 penalty for each report filed after the due date
Interest on past-due taxes beginning 61 days after the due date
Potential forfeiture of the right to transact business in Texas

For more on missed deadlines, see Texas LLC late filing penalties.

Warning: The Texas Comptroller can forfeit your LLC's right to transact business in Texas for failure to file franchise tax reports. This affects both domestic and foreign LLCs and can be difficult and expensive to resolve.

Frequently Asked Questions

What triggers the requirement to register as a foreign LLC in Texas?

You must register if you're 'transacting business' in Texas. This includes having a physical office, employees, or inventory in Texas; regularly soliciting business; providing services in Texas; or owning real property. Simply having customers in Texas or making occasional sales doesn't usually require registration.

Can I just form a new LLC in Texas instead of registering my foreign LLC?

You can, but it creates two separate legal entities with different tax and liability implications. Most businesses choose to register their existing LLC as a foreign entity to maintain a single business structure. Consult with an attorney or CPA for your specific situation.

Why is Texas's foreign LLC fee so high?

At $750, Texas has one of the highest foreign LLC registration fees in the country. This reflects Texas's position as a major business destination and helps fund state business services. Despite the high fee, Texas's lack of state income tax and business-friendly environment attract many out-of-state businesses.

Do I need a certificate of existence to register a foreign LLC in Texas?

No. Unlike most states, the Texas Secretary of State does not require you to attach a certificate of existence or good standing from your home state to Form 304. The application itself includes a statement that your LLC validly exists in its jurisdiction of formation. You will, however, file Form 304 in duplicate.

How long does foreign LLC registration take in Texas?

Standard processing is typically 5-7 business days. Expedited processing is available for an additional $25 per document. Online filing through SOSDirect is generally the fastest option.

Do foreign LLCs pay Texas franchise tax?

Yes, registered foreign LLCs are subject to Texas franchise tax. Entities with annualized total revenue at or below the no-tax-due threshold ($2,650,000 for 2026) owe no tax but must still file a Public Information Report by May 15 each year. Above the threshold, the rate is 0.375% (retail/wholesale) or 0.75% (other) of taxable margin.

What happens if I do business in Texas without registering?

Operating without registration can result in penalties, inability to bring lawsuits in Texas courts to enforce contracts, and potential personal liability. You may also face back fees, penalties, and interest when you eventually register.

Official Source

For the most up-to-date information, always verify requirements with the official Texas Secretary of State website:

https://www.sos.state.tx.us/corp

Important Disclaimer

This article is for informational purposes only and does not constitute legal advice. LLC requirements, fees, and deadlines change frequently. Always verify current requirements with your state's Secretary of State office before making business decisions.

Complete Texas LLC Compliance Guide

View all Texas LLC requirements, fees, and deadlines in one place.

View TX State Guide

Or compare Texas to every state on the annual report deadlines hub.

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