Texas Foreign Corporation Formation

Companies who are already incorporated in another state can extend their business activities into Texas by registering with the Secretary of State as a foreign entity. Foreign corporations (both for-profit and non-profit), foreign LLCs, and foreign limited partnerships are among the accepted foreign filings offered in Texas. There is no hard-and-fast rule for determining what constitutes "transacting business" in Texas. The Secretary of State's office does not provide legal advice, so if you are unsure if you're required to register as a foreign corporation, you should contact a legal advisor.

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Steps to Form a Texas Foreign Corporation

To register your Texas Foreign Corporation, you must complete an Application for Registration of a Foreign For-Profit Corporation (or the form corresponding to your entity type) which will be filed with the Division of Corporations of the Secretary of State. Your Application for Registration must contain the following information:

  • Name: Your foreign entity must contain a corporate ending, or an abbreviation of a corporate ending. If your legal business name does not contain a corporate ending, you must select an appropriate ending for your entity type for use in Texas. Regardless of the entity type or corporate ending, if your name is determined unavailable for use in Texas, you will need to select an alternate name to record. Satisfied customers choose ClickAndInc to perform a business name search, which significantly decreases the chances of rejection due to name unavailability.
  • FEIN: In order to establish a tax account with the Comptroller, the Federal Employer Identification Number of your corporation should be provided.
  • Jurisdiction: You will provide filing information from your original state of incorporation.
  • Certification of Existence: While written proof of your company's existence is not required, you must affirm that your company does in fact exist. If this statement is untrue, the state may respond by revoking your business privileges within the state.
  • Purpose: The purpose statement may include any lawful business activity under the laws of Texas. This must be true of the laws of the domestic state as well.
  • Date of business: If you have not begun doing business in Texas prior to filing, you will indicate this. If you have begun conducting business in Texas, you may be penalized for late registration with an additional fee.
  • Principle office address: The principal office address must be listed here; this may be a location within Texas but is not required to be.
  • Registered agent: You must list the physical address of a person or Texas entity who will be responsible for accepting service of process on behalf of the foreign corporation. This person must have consented to being so named, but that consent is not required to be submitted along with the Application for Registration.
  • Appointment of state: The Secretary of State must be appointed as an agent of your corporation so that it can accept service of process on your corporation's behalf if necessary.
  • Governing persons: You must list each person serving as a governing authority (such as your board of directors). At least one person must be listed.

Additional Requirements for a Texas Foreign Corporation

After registration in Texas, you will be required to pay a state franchise tax. Contact the Texas Comptroller of Public Accounts for further information.

If any of the above information about your business changes, you will need to file an Amendment to reflect those changes. If your information is not kept current, the state may impose penalties or restrict your business activity.

ClickAndInc can prepare and file your Texas Foreign Corporation for you quickly, accurately, and affordably.

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