Texas Foreign LLC Registration - Form 304, $750 Filing Fee, and Franchise Tax Exposure (2026)

Required?

Yes

Who can serve

An individual Texas resident with a Texas street address, or a registered corporate agent authorized under Texas law. A P.O. Box is not acceptable.

Can I serve myself?

Yes

Commercial RA cost

~$125/yr

A commercial registered agent in Texas keeps state notices, franchise-tax correspondence, and service of process routed through a reliable Texas address without exposing a member's home address.

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1. Determine whether Texas economic nexus exists Texas applies its foreign registration requirement when an LLC is 'transacting business' in Texas. This includes employees or contractors working in Texas, physical locations, inventory storage, active in-state sales solicitation, or recurring service delivery. A single project with Texas on-site employees typically triggers the obligation.
2. Order a current Certificate of Existence from the home state Texas Form 304 requires evidence that the LLC is validly formed and in good standing in its home jurisdiction. The certificate must typically be dated within 90 days of filing. Fix any home-state delinquencies first or the Texas filing will be rejected.
3. Reserve or establish a Texas assumed name if needed If the LLC's legal name is already in use in Texas or conflicts with a Texas entity name, file an Assumed Name Certificate with the Texas Secretary of State before filing Form 304. The assumed name is what the LLC will use for Texas business.
4. Appoint a Texas registered agent All foreign LLCs must designate a registered agent with a physical Texas street address. A P.O. Box is not sufficient. National registered-agent services are often the practical choice for out-of-state LLC owners.
5. File Form 304 with the Texas Secretary of State Submit Form 304, the home-state existence certificate, and the $750 filing fee to the Texas Secretary of State. Filing can be done online via SOSDirect or by mail. Keep the Certificate of Authority once issued — banks, licensing boards, and contractors will ask for it.
6. Set up Texas Comptroller franchise tax obligations immediately Register with the Texas Comptroller of Public Accounts. Calendar the annual franchise tax report and Public Information Report deadlines (due May 15 annually). Determine whether the LLC's total Texas revenue is below the no-tax-due threshold or whether franchise tax will be owed.
7. Withdraw when Texas business activity ends File Form 608, Application for Certificate of Withdrawal, with the $15 fee, and file a final franchise-tax report and Public Information Report with the Comptroller. Do not simply cancel the registered-agent subscription — active registration without withdrawal continues the franchise-tax obligation.

Texas foreign LLC registration is governed by the Texas Business Organizations Code, Chapter 9 (Foreign Entities). The Texas franchise tax is imposed under Texas Tax Code Chapter 171. The Comptroller Public Information Report obligation is established by Texas Tax Code Section 171.203.

Direct filing portal: https://www.sos.state.tx.us/corp/forms/304_boc.pdf

Formation context

Who should form in Texas?

Recommended for

Construction and contracting companies working on Texas job sites; Trucking and logistics companies with Texas routes, terminals, or drivers; Staffing and cleaning services operating Texas locations or employing Texas workers; Technology and digital agencies with Texas offices, data centers, or remote employees; Energy, oilfield services, and real estate LLCs with Texas assets or operations

Tax treatment (default)

Texas registration does not change federal tax classification. The Texas franchise tax is a separate state-level tax computed on the LLC's taxable margin from Texas operations. An LLC disregarded federally may still owe franchise tax reporting in Texas.

Texas is a frequent foreign qualification target because of its scale and the breadth of industries it attracts. The $750 filing fee is the country's highest for foreign LLC registration, and the franchise-tax obligation catches many founders off guard.

No publication requirement in Texas — unlike New York or Nebraska, you do not need to publish notice in a newspaper after filing.

FAQ

Common Texas Foreign LLC formation questions

Still deciding between an LLC, sole proprietorship, S-Corp, or C-Corp? Our entity-type comparison breaks down formation cost, tax treatment, liability shield, and compliance complexity for all four structures side by side.

Once your LLC clears ~$80K in annual net profit, an S-Corp election (IRS Form 2553) typically saves $5,000–$15,000/year in self-employment taxes by splitting owner income into a W-2 salary + tax-free distributions. The election is free — Form 2553 has no IRS filing fee. The key decision factors: your net income level, a defensible reasonable-compensation salary, and the 75-day Form 2553 filing window after LLC formation.

Already operating as a sole proprietor, or wondering whether a cheap county DBA filing ($10–$100) is enough instead of forming an LLC? A DBA lets you operate under a trade name — but provides zero liability protection. Our DBA vs LLC comparison breaks down exactly when a DBA is sufficient and when you need a state LLC filing.

Your Articles of Organization are filed — now make your LLC operational. Four actions every new LLC owner needs to take:

Formation gets your LLC into existence; contracts, trademark protection, operating agreement review, and vendor-document review keep it usable. Compare subscription and per-document legal platforms before you rely on a template or pay a local attorney retainer.