How to Register a Foreign LLC in Texas (2026)

Q: How much does it cost to register a foreign LLC in Texas?

The Texas Secretary of State charges $750 to file Form 304, the Application for Registration of a Foreign Limited Liability Company. The application is submitted in duplicate with the fee. Registering more than 90 days after first transacting business adds a late fee equal to the $750 registration fee for each calendar year of delay.

Q: What is the penalty for not registering a foreign LLC in Texas?

An unregistered foreign entity cannot maintain a lawsuit in Texas courts, may face an injunction sought by the Attorney General, is liable for civil penalties equal to all fees and taxes it would have owed had it registered on time, and owes late filing fees for each year past the 90-day grace period.

Q: Does a foreign LLC need a Texas registered agent?

Yes. A registered foreign LLC must maintain a registered agent and a registered office address in Texas for as long as the registration stays open. The registered office must be a physical Texas street address where the agent is available during business hours, and the agent must have consented to serve.

Q: What if the LLC's name is already taken in Texas?

The LLC registers under an assumed name. Texas will not register a foreign LLC under a name that is not distinguishable from an existing Texas registration. The Secretary of State requires a foreign entity that qualifies under an assumed name to actually conduct its Texas business using that assumed name.

Q: Does registering in Texas trigger franchise tax?

Registration puts the LLC within the Texas franchise tax regime administered by the Comptroller of Public Accounts, which is a separate agency from the Secretary of State. Thresholds and rates are published by the Comptroller and change over time, so confirm the current no-tax-due threshold directly with that office.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

An LLC formed outside Texas registers to transact business in Texas by filing Form 304, Application for Registration of a Foreign Limited Liability Company, with the Texas Secretary of State. The filing fee is $750, the application is submitted in duplicate, and the LLC must maintain a Texas registered agent and registered office.

Quick Answer

Form: Form 304, Application for Registration of a Foreign LLC
Filing fee: $750
Agency: Texas Secretary of State, Corporations Section
Authority: Texas Business Organizations Code, Chapter 9
Grace period: 90 days after first transacting business in Texas
Late fee: Registration fee multiplied by each calendar year of delay
Ongoing: Texas registered agent and registered office; Comptroller franchise tax filings

When Registration Is Required

Under Chapter 9 of the Texas Business Organizations Code (BOC), a foreign entity must register with the Texas Secretary of State before transacting business in Texas. "Foreign" simply means formed under the law of another state or country - a New Mexico LLC opening a Dallas office is a foreign LLC in Texas, and so is a Delaware LLC with Texas employees.

The BOC lists activities that do not, by themselves, constitute transacting business, such as maintaining a bank account or defending a lawsuit. The line is fact-specific, and the Secretary of State does not give legal advice about whether a particular activity crosses it. Where the LLC has a physical location, employees, or a repeated course of dealing in Texas, registration is the safe answer. For the domestic alternative, see how to form an LLC in Texas.

Form 304 and the $750 Fee

A foreign LLC registers by filing Form 304, Application for Registration of a Foreign Limited Liability Company. The filing fee is $750. The completed application is submitted in duplicate with the fee, either by mail to P.O. Box 13697, Austin, Texas 78711-3697, or delivered to the Secretary of State's office at 400 W. 15th St., Austin, Texas 78701.

A foreign series LLC uses Form 313 instead, because the LLC itself, not the individual series, is the legal entity that registers. Nonprofit corporations pay a much lower registration fee, and limited liability partnerships are charged per Texas-resident general partner, so do not assume the $750 figure applies to a different entity type.

What Form 304 Asks For

The LLC's legal name as it appears in its home jurisdiction, and the assumed name it will use in Texas if the legal name is unavailable.
The jurisdiction of formation and the date of formation.
A statement that the LLC exists as a valid LLC under the law of its home jurisdiction.
The date the LLC began or will begin transacting business in Texas - this drives the late-fee calculation, so it must be accurate.
The principal office address and the governing authority (managers or members).
The Texas registered agent and registered office address.
The signature of an authorized person.

Name Availability and Assumed Names

Texas will not register a foreign LLC under a name that is not distinguishable from a name already on the Texas register. When the legal name is unavailable, the LLC registers under an assumed name, and the Secretary of State is explicit that a foreign entity qualifying under an assumed name must conduct its Texas business using that assumed name. Check availability before filing - see Texas business entity search - and see Texas DBA filing for how assumed names work generally.

Texas Registered Agent Requirement

A registered foreign LLC is required to maintain a registered agent and a registered office address in Texas for as long as the registration is open. The registered office must be a physical Texas street address where the agent is available during business hours; a post office box alone is not acceptable. The agent must have consented to serve. See Texas registered agent requirements and the national registered agent overview.

Late Registration and Penalties

Texas allows a 90-day grace period after the entity first transacts business in the state. Registering within that window carries no late fee. After the grace period, the Secretary of State calculates a late filing fee equal to the registration fee multiplied by the number of calendar years, or partial years, of delinquency.

The Secretary of State's own worked example makes the arithmetic concrete: a for-profit corporation that began transacting business on June 1, 2007 and registered on December 1, 2010 owed $3,000 in late fees in addition to its $750 registration fee, for $3,750 total. The same multiplier logic applies to an LLC's $750 fee.

Item	Amount	Note
Form 304 registration fee	$750	Foreign LLC; filed in duplicate
Foreign series LLC (Form 313)	$750	The LLC registers, not each series
Foreign nonprofit corporation	$25	Different entity type
Late filing fee	$750 × years of delay	After the 90-day grace period

What Happens If You Never Register

An unregistered foreign entity transacting business in Texas faces four consequences the Secretary of State spells out: it cannot maintain a lawsuit in Texas courts until it registers; the Attorney General may seek an injunction against it; it is liable for civil penalties equal to all fees and taxes it would have paid had it registered when required; and it owes late filing fees for the period beyond 90 days.

The litigation bar is the one that bites hardest in practice. A company discovers the problem when it tries to sue a Texas customer over an unpaid invoice and learns it must register and pay years of accumulated fees before the case can proceed. Registration does not erase liability incurred while unregistered; it only removes the bar going forward.

Texas Franchise Tax and Ongoing Duties

Registration with the Secretary of State is separate from tax registration with the Texas Comptroller of Public Accounts. Entities registered in Texas are subject to the Texas franchise tax regime and file the Comptroller's annual reports; the no-tax-due threshold and current rates are published by the Comptroller and change, so confirm them there rather than relying on a third-party summary. A sales and use tax permit is separately required if the LLC sells taxable items in Texas.

Keep the two agencies distinct in your calendar. Secretary of State duties are the registration itself, agent maintenance, and amendments; Comptroller duties are franchise tax reports and any sales tax filings. Losing the Comptroller's good standing can block the Secretary of State filings you later need, including withdrawal. See Texas LLC tax filing and Texas annual report requirements.

Ending the Registration

When the LLC stops doing business in Texas, withdraw the registration rather than abandoning it. A live registration keeps the franchise tax obligation running and keeps the registered agent requirement in force. Withdrawal typically requires a certificate of account status from the Comptroller confirming taxes are settled. If the entity is closing entirely, see how to dissolve an LLC in Texas for the domestic process and dissolution basics generally.

Frequently Asked Questions

How much does it cost to register a foreign LLC in Texas?

$750 for Form 304, filed in duplicate with the Secretary of State. Late registration adds $750 for each calendar year of delay past the 90-day grace period.

Which form does a foreign LLC file in Texas?

Form 304. A foreign series LLC uses Form 313 because the LLC, not each series, registers.

What is the penalty for not registering a foreign LLC in Texas?

No access to Texas courts until registered, possible Attorney General injunction, civil penalties equal to unpaid fees and taxes, plus late filing fees.

Does a foreign LLC need a Texas registered agent?

Yes, at a physical Texas street address for as long as the registration is open. See Texas registered agent.

What if the LLC's name is already taken in Texas?

It registers under an assumed name and must conduct its Texas business under that name.

Does registering in Texas trigger franchise tax?

Yes, franchise tax obligations run through the Comptroller. Confirm the current threshold and rate with that office.

Sources

Texas Secretary of State - Foreign or Out-of-State Entities FAQs ($750 fee, 90-day grace period, late-fee calculation and example, penalties for failing to register, assumed name rule).
Texas Secretary of State - Form 304 Instructions, Application for Registration of a Foreign Limited Liability Company.
Texas Secretary of State - Form 304 (PDF) (duplicate filing; mailing address).
Texas Secretary of State - Foreign or Out-of-State Entities (registered agent and registered office requirement).
Texas Secretary of State - Form 313, Foreign Series LLC registration.
Texas Statutes - Business Organizations Code, Chapter 9, Foreign Entities.
Texas Comptroller of Public Accounts - Franchise Tax.
IRS - Limited Liability Company (LLC).
IRS - Get an Employer Identification Number.
Legal Information Institute (Cornell) - Limited Liability Company (LLC).

LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current amounts with the Texas Secretary of State and the Texas Comptroller of Public Accounts before acting.