Sec. Applications for registration can be filed online through SOSDirect 24 hours a day, 7 days a week. A foreign filing entity or foreign limited liability partnership registered in this state that converts to a domestic filing entity is considered to have withdrawn its registration on the effective date of the conversion. Sec. Your Texas registered agents name and address. The penalties for late registration range from significant late fees to your LLC being permanently barred from doing business in Texas. Hi Lasha, we have the domestic LLC filing and annual fees here: LLC filing fees by state. See Form 503 (Word, PDF). June 1, 2018. (2) the attorney general determines that cause exists for judicial revocation of the entity's registration under Section 9.151. There is no cost to use this site. 9.155. A series LLC formed under the laws of another jurisdiction will be treated as a single legal entity for qualification purposes. The basic total cost of registering a foreign LLC in Texas is $750. 1319), Sec. Austin, Texas 78701. Sec. The notice must state that the secretary of state has given notice under Subsection (a) and the grounds for the notification. . FAX: 512/463-5709 Filing Fee: $750 1. 29, eff. P.O. (2) affords limited liability under the law of its jurisdiction of formation for any owner or member. Out-of-state registration applications must be sent to one of the following two addresses: Texas Secretary of State. First, do you have a foreign filing entity, as described in BOC 9.001? Box 13697, Austin, TX 78711-3697, Attn: Corporations Attorneys. Acts 2017, 85th Leg., R.S., Ch. What do I need to file? The secretary of state has a separate application for registration form for foreign series LLC. An LLLP transacting business in Texas must register as both a limited partnership and as a limited liability partnership. We strongly advise against this. So any e-commerce business that sells in all 50 states has to register for foreign qualification in the other 49 states if their operations and the LLC are based in one state? (e) If a court finds that a foreign filing entity has not cured the problems for which revocation is sought within the period prescribed by Subsection (c), the court shall enter final judgment requiring revocation of the foreign filing entity's registration. or still go with a local one and later get a permit or transform into foreign one? 9.252. My foreign business is trying to obtain a license from another state agency. (a) This section applies only to a foreign limited liability company governed by a company agreement that establishes or provides for the establishment of a designated series of members, managers, membership interests, or assets that has any of the characteristics described by Subsection (b). See Form 313 (Word, PDF). See Limited Liability Companies > Certificate of Authority Application. Case law from Texas and other U.S. jurisdictions regarding foreign qualification; Private attorneys familiar with corporate law. 9.009. The secretary may condition the effectiveness of a registration after the 90-day period on the payment of the late filing fee. There is no fee for updating the forwarding address. See Foreign Limited Liability Companies > Application for Certificate of Authority Application. Under the Texas Business Organizations Code, a foreign professional corporation or foreign professional association can file an application for registration. Foreign LLC Registration Fees by State - All 50 States Included It was formed in Ga and will possibly move to La. h, The secretary of state cannot give a legal opinion as to whether a particular foreign entity is "transacting business" in Texas. I wouldnt care about starting new if need be. (a-1) A foreign filing entity may amend the entity's application for registration to disclose a change that results from: (1) a conversion from one type of foreign filing entity to another type of foreign filing entity with the foreign filing entity making the amendment succeeding to the registration of the original foreign filing entity; or. Any business organization formed under the laws of a state other than Texas is considered a foreign entity. Foreign Qualification refers to the process of obtaining a Certificate of Authority for a foreign entity. If youre thinking of expanding your out-of-state business into Texas, you need an experienced, trusted Texas registered agent by your side. We also recommend looking into a TransferWise account. See Application for Certificate of Authority. No time limit if the entitys registration was revoked for failing to file a periodic report; otherwise, 36 months from the date of revocation. The secretary of state may condition the filing of the registration on the payment of a late filing fee that is equal to the registration fee for each year, or part of So you can form an LLC in your home state and later when your business expands to another state, you register your LLC as a foreign LLC in that new state. Its just one LLC (not 2). This special type of assumed name is often referred to as a fictitious name. Since you said you didnt mind starting over, this may be the one most worth considering. Notice: Businesses performing disaster- or emergency-related work: Early voting for the May 6, 2023 Uniform Election runs from Monday, April 24, 2023 Tuesday, May 2, 2023, SOSDirect: Business Searches & Formations, Texas Comptroller of Public Accounts website, Overview of Taxes Collected by the Texas Comptroller of Public Accounts, Unemployment Tax Collected by the Texas Workforce Commission, Texas Department of Licensing and Regulation, Find Business Licenses & Permits (SBA.gov), Historically Underutilized Business Program, Texas Attorney General Employer Information Center, any other foreign entity that, if formed in Texas, would be formed as a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust; and. PERMISSIVE REGISTRATION. Submit in duplicate to: Secretary of State. (XLS, 63kb). See Form 312 (Word, PDF). January 1, 2006. VOLUNTARY WITHDRAWAL OF REGISTRATION. There are three considerations you should take into account. (16) acting as a governing person of a domestic or foreign entity that is registered to transact business in this state. 9.154. Index: FAQ & Help - Secretary of State of Texas (c) A certificate from the comptroller stating that all taxes administered by the comptroller under Title 2, Tax Code, have been paid must be filed with the certificate of withdrawal in accordance with Chapter 4 if the foreign filing entity is a taxable entity under Chapter 171, Tax Code, other than a foreign nonprofit corporation. DOC Form 304 - Limited Liability Company Application for Registration No. 1, eff. For further information, contact the Texas Comptroller of Public Accounts at: By filing the certificate of withdrawal, the foreign entity revokes the authority of the entitys registered agent to accept service of process in Texas and consents that service of process may be made on the foreign filing entity by serving the secretary of state. Sec. (C) revocation is necessary to prevent future felonious conduct of the same character. AUTOMATIC WITHDRAWAL ON CONVERSION TO DOMESTIC FILING ENTITY. Hi Bailey, generally speaking, from a state income tax perspective, the income is apportioned to the state (or states) where its made. I may be moving. Free guide to withdraw or cancel a foreign Texas business Index: FAQ & Help - Secretary of State of Texas