Can I Register My Business Online In Texas

Foreign or Out-of-State Entities

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Detect: Businesses performing disaster- or emergency-related work: Certain out-of-state businesses who enter the state to perform disaster- or emergency-related work in this country during a disaster response flow are exempt from the requirement to register as a foreign entity pursuant to Chapter 112 of the Business & Commerce Code. If your out-of-state concern is exempt, you may cull to file a notification statement with the secretary of state. Please see Grade 3901 (PDF) for out-of-state businesses and Form 3902 (PDF) for affiliates of in-state businesses. All exemptions under Chapter 112 of the Concern & Commerce Lawmaking cease at the end of the disaster response flow. The secretary of state cannot advise you regarding whether your business qualifies for an exemption nether Affiliate 112.

For data regarding state tax issues for out-of-state businesses assisting with recovery, please run across the Texas Comptroller of Public Accounts website.

Whether an entity is domestic or foreign does not depend on the location of the main business office. Instead, it depends on where the entity was formed and what law governs its internal affairs. If an organization was formed nether, and the internal affairs are governed past, the laws of a jurisdiction other than Texas, the organization is a "foreign entity." We sometimes refer to foreign entities as out-of-state entities to reinforce the concept that entities formed in other U.S. states are foreign entities, as well as entities formed exterior of the United States.

Registration Requirements

Section nine.001 of the Texas Business Organizations Lawmaking ("BOC") requires the following types of foreign entities to file an application for registration with the Texas secretary of land if the entity is "transacting business" in Texas:

corporations;
limited partnerships;
express liability partnerships;
express liability companies;
business trusts;
real estate investment trusts;
cooperatives;
public or private express companies;
whatsoever other strange entity that, if formed in Texas, would be formed as a corporation, express partnership, limited liability company, professional association, cooperative, or real estate investment trust; and
any other foreign entity that affords limited liability under the law of its jurisdiction of formation for any owner or member.

Other laws or circumstances may too exist reasons for registration.

Department 201.102 of the Texas Finance Code requires an out-of-state fiscal establishment to register with the secretarial assistant of state before opening a branch or other function in Texas.
It has been the practice of the Texas Department of Insurance to refuse a not-resident agency license for a foreign entity unless the entity has registered with the secretary of state. HB 2503, passed in the 2011 Legislative Session, removes this requirement effective 09/01/2011.
Some banks will not do business organization with an unregistered foreign entity, despite that BOC § 9.251 states that maintaining a bank account in this country is not, in and of itself, transacting business in Texas.

Name Requirements

A strange entity registering to transact business in Texas must annals nether a name that:

contains a recognized term of organization for the entity type every bit listed in sections 5.054 to 5.059 of the BOC;
does not incorporate any word or phrase that indicates or implies that the entity is engaged in a business that the entity is not authorized to pursue; and
is bachelor in Texas, that is, is distinguishable in the records of the secretary of state from the name of whatsoever existing domestic or foreign filing entity, or any name reservation or registration filed with the secretary of state.

View our proper name availability rules.

You may request a preliminary name availability determination past calling (512) 463-5555 or by e-mail.

Registration Nether a Fictitious Proper name

If the entity'south legal proper noun does not meet the above requirements the entity must register in Texas under an causeless proper noun (d/b/a). This special type of assumed name is frequently referred to as a fictitious proper noun.

A fictitious name is a special blazon of assumed name because, unlike other assumed names, a fictitious name must come across the above requirements.
A strange entity that registers to transact business under a fictitious name is stating that the entity will transact business in Texas under that name. BOC § nine.004.
A foreign entity registering nether a fictitious name must file assumed name certificates with the secretary of state (Form 503 (Word 125kb, PDF 74kb)) and the appropriate county or counties.

Where to file causeless name certificates.

The proper noun requirements for registration to transact business in Texas exercise not affect trademark or other intellectual property rights. A document of registration or causeless proper noun certificate does not authorize use of the proper noun in violation of another person'south legal rights and does not, in and of itself, offer any trademark protection. Run across Trademark FAQs for more than information.

Determining Whether to Annals

Texas statutes exercise not ascertain "transacting business." Helpful resource to determine whether an entity'southward activities in Texas require registration include:

BOC § nine.251, which lists activities that are not considered transacting business concern;
Case law from Texas and other U.Due south. jurisdictions regarding foreign qualification;
Texas Chaser General Opinions; and
Individual attorneys familiar with corporate law.

Another helpful resource may be the comptroller'southward Texas Nexus Questionnaire (PDF), used by the comptroller to determine if a strange entity is "doing business concern" in Texas for tax purposes.

The threshold level of activity required for a tax nexus is generally lower than the threshold level of activity that requires registration with the secretary of state.
Therefore, if the Texas Nexus Questionnaire results in a conclusion of "no nexus," the entity is probably not transacting business in Texas either.
On the other hand, if the Texas Nexus Questionnaire results in a determination of "nexus," the entity should consider registration.
Think that, for registration with the secretarial assistant of state, the Texas Nexus Questionnaire can be a useful tool, but does non give a definitive answer.

Don't forget that even if you decide that your entity is not transacting business in Texas under the BOC, y'all may demand to annals under other police, such as the Insurance or Finance Codes.

No fellow member of the secretarial assistant of state staff can determine whether an entity is transacting concern in Texas or needs to file an application for registration. Determining whether to register is a concern decision that may have tax consequences, raise legal issues, or impact licensing from another bureau or state board.

Penalties for Not Registering

Failure to annals can issue in penalties, including:

Inability to maintain an action, conform, or proceeding in a Texas courtroom until registration;
Injunction from transacting business organisation in Texas;
Civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when offset required; and
Late filing fees owed to the secretary of state by an entity registering more 90 days after first transacting business concern in Texas.

How Practise I Summate My Belatedly Filing Fees?

Belatedly filing fees are determined by multiplying the number of whole or fractional calendar years that have passed since the engagement the entity initially transacted business concern in Texas times the registration fee.

For nonprofit corporations and cooperative associations, the registration fee is $25.
For all other entities, the registration fee is $750.
Example: A for-turn a profit corporation that has been transacting concern in Texas since June 1, 2007 would owe $three,000 in belatedly filing fees if registering on December 1, 2010. The total fees due with the application for registration would therefore exist $3,750.

(The post-obit entity types are not charged tardily fees for years prior to 2006: professional corporations, professional associations, business organisation trusts, real estate investment trusts, and other foreign entities not required to annals nether prior constabulary.)

Endeavour Our Late Fees Calculator! (XLS, 63kb)

Limitation of Late Fees

If your entity will be assessed more than five years of late penalties, and you meet certain criteria, you may request that the secretary of land limit the fees y'all owe. The secretarial assistant of state will cap the late fees at 5 years for an entity that (1) submits evidence of an active correct to transact business with the comptroller's office; and (2) certifies to the truth of the following statements:

The entity has satisfied all of its franchise, sales, and other tax obligations with the Texas Comptroller of Public Accounts. Adhere a screen print from the comptroller's role showing the entity has a status of "active correct to transact business organization".
The entity does non owe any other taxes, fees, or assessments that are administered by any other Texas state agency.
The entity has not received a alphabetic character from the Office of the Secretary of State regarding the need to submit an application for registration, or if it has received such a letter, it has responded to the secretary of state within 45 days.

The general policy of the secretary of state is that we do not waive late fees for foreign entities, bated from the five twelvemonth fee cap, if applicable. If an entity believes it has unique circumstances and wishes to appeal the assessment of late fees, the appeal shall exist in writing and may exist sent by email, fax to 512-475-2781 or mail to P.O. Box 13697, Austin, TX 78711-3697, Attn: Corporations Attorneys.

Special Issues for Express Liability Limited Partnerships (LLLPs)

A foreign limited liability limited partnership transacting business organisation in Texas must apply for two certificates of registration. An LLLP transacting business in Texas must register as both a limited partnership and equally a limited liability partnership.

Form 306 (Word 167kb, PDF 126kb) – Express Partnership Awarding for Registration
Form 307 (Word 115kb, PDF 67kb) – Limited Liability Partnership Application for Registration

Other Issues for Foreign Entities in Texas

Texas Taxes

If an entity has failed to file franchise taxation reports and/or pay franchise taxes, it is invited to contact the comptroller to determine if the entity qualifies to enter into a Voluntary Disclosure Understanding.
Overview of Taxes Nerveless by the Texas Comptroller of Public Accounts
- Sales Tax
- Franchise Tax
Unemployment Tax Nerveless past the Texas Workforce Commission

Permits and Licenses

There is no general business license in Texas; however, depending upon the type of business the entity engages in, additional licensing requirements from other Texas agencies might apply.

Texas Department of Licensing and Regulation
Observe Business Licenses & Permits (SBA.gov)
Historically Underutilized Business Program
Texas Government Portal

Employer Issues

Texas Workforce Commission: Information on requirements when you have Texas employees.
Texas Department of Insurance: Data about the Texas workers' compensation system.
Texas Attorney General Employer Information Eye: Data about employer new hire and termination reporting requirements.

Prepare to Annals?

Annals Online
Registration Forms (for submission by fax, mail, or mitt commitment)

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