A foreign filing entity, as described in section 9.
If you are unsure whether registration is required, you should consult with your legal counsel. This holding may extend to foreign entities that are managing members or managers of a Texas LLC. Accordingly, a foreign filing entity that is a general partner of a Texas LP or a managing member or manager of a Texas LLC may be required to register to transact business in Texas.
Foreign entities should consult with their legal counsel to determine whether registration with the Texas secretary of state is required. A foreign business trust has been required to register with the secretary of state if it is transacting business in Texas since January 1,the effective date of the BOC. LLP registrations must be renewed each year.
If the underlying partnership is an LP, the LP must also file a separate application for registration. Such entities are subject to state franchise tax and federal income tax on certain income. For more information about federal taxes, visit www. For information on state taxes, visit the Comptroller of Public s or call Applications for registration can be filed online through SOSDirect 24 hours a day, 7 days a week.
A name registration is a filing that can be made by an organization that is authorized to do business in Texas as a bank, trust company, savings association, or insurance company, or that is a foreign filing entity not registered to transact business in Texas under the Texas Business Organizations Code. In order to approve a name registration, the name must be distinguishable in the records of the secretary of state from the name of an existing filing entity, foreign filing entity, name reservation or other name registration.
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It depends. Filing a name registration does not give an entity the authority to transact business in Texas. A valid name registration precludes another entity from filing under a legal or fictitious name that is not distinguishable in the records of the secretary of state. A name registration is valid for one year and may be renewed.
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An application for registration, formerly called a certificate of authority, is filed by a foreign corporation, limited liability company, limited partnership, limited liability partnership, professional association, or other foreign entity as listed in section 9. Filing an application for registration gives a foreign filing entity the authority to transact business in Texas. However, the need to file an application for registration depends on the nature and extent of the activities of the entity in Texas.
In addition, a foreign entity may need to file an application for registration with the secretary of state in order to meet other state law requirements. If you are unsure whether to file a name registration or application for registration, please contact your private attorney.
Under the Texas Business Organizations Code, a foreign professional corporation or foreign professional association can file an application for registration. However, the d professional should contact the Texas board or licensing authority for the profession regarding other legal requirements that must be met before rendering services in Texas.
Foreign entities that are subject to state franchise taxes must file an annual franchise tax report with the Texas Comptroller of Public s. As part of the report, foreign corporations, professional associations, LLCs, and certain limited partnerships that are subject to franchise taxes must file a Public Information Report PIR that lists the names of their governing persons at the time the report is filed.
Foreign nonprofit corporations and certain foreign limited partnerships that are not subject to franchise taxes are required to file a periodic report with this office not more than once every four years. The governing statutes provide that when a foreign entity qualifies to transact business under an assumed name it must conduct its business with that assumed name.
The statute does not provide specific information as to implementation.
However, the secretary of Houston interprets the statute as intending to avoid confusion between the foreign entity and an entity already doing business in Texas. Therefore, use of the assumed name is required to avoid confusion. A series LLC formed under the laws of another jurisdiction will be treated as a single legal entity for qualification purposes.
The LLC itself rather than the individual series should register as the foreigners entity that is transacting business in Texas. The secretary of state has a separate application for registration form for foreign series LLC. There are three considerations you should take into. If so, the second consideration is whether the foreign filing entity is transacting business in Texas? If dating have a foreign filing entity that is transacting business in Texas, you must file an application for registration with the secretary of state.
See Forms Texas If you have a foreign filing entity that is not transacting business in Texas, the third consideration is whether registration is a prerequisite to obtaining the you are seeking. You will need to contact the agency or office that issues the to determine whether registration with the secretary of state is a requirement.
All foreign entities are given a 90 day grace period to register with the secretary of state after initially transacting business in Texas.
An entity that registers during the grace period will not be charged late filing fees. Entities that register after the grace period are charged late filing fees. Late filing fees are determined by multiplying the of whole or partial calendar years that have passed since the date the entity initially transacted business in Texas times the registration fee. The following entity types are not charged late fees for years prior to professional corporations, professional associations, business trusts, real estate investment trusts, and other foreign entities not required to register under prior law.
In addition to penalties for late registration, if a foreign entity transacts business in Texas without registering.
Texas secretary of state
A foreign filing entity is required to file an amendment to its registration when the foreign entity:. Additionally, foreigners foreign entity that is a limited partnership must file an amendment to its registration to reflect:.
Foreign filing entities are required to file an amendment with the secretary of state on or before the 91st day of the change. However, if the registered foreign entity converts to another type of entity, it can amend its registration so that the converted entity succeeds to its registration by filing Form WordPDF.
Changes to the registered agent or registered office information must always be filed with the secretary of state and comply with applicable statutory requirements. See Forms and Summary chart of procedure and forms for changing the entity address with the secretary of state:.
If the Houston entity dating continue to exist in its jurisdiction of organization, but will just cease to transact business in Texas, the entity may withdraw its Texas by filing Form WordPDF. Unless the foreign entity is a nonprofit corporation, the certificate of withdrawal must include a Certificate of Status from the Texas Comptroller of Public s.
For further information, contact the Texas Comptroller of Public s at:. The forwarding address for service of process information can be updated foreigners sending written notification to the secretary of state. The written notice should include the name of the entity at the Texas of its withdrawal, the new address to which the secretary of state may mail of copy of any process against the foreign filing entity served on the secretary of state, and the file issued by the secretary of state, if known.
There is no fee for updating the forwarding address. If the foreign entity has ceased to exist in its jurisdiction of organization, and its registration is not being succeeded pursuant to a merger or conversion, then the entity must terminate its registration. The certificate can either be a certificate evidencing the fact that the entity has dissolved, merged, etc. Form WordPDF can be used dating a cover letter to the certificate required for termination.
No; the registration of a foreign filing entity that converts to a Texas filing entity will be automatically withdrawn Houston the filing of the certificate of conversion. Section 9. The secretary of state is required to provide the foreign entity with written notice of the delinquency or deficiency before taking action to revoke its registration.
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However, under the circumstances described above, the secretary of state may take action to revoke the registration of the foreign entity when the entity fails to take action to correct the deficiency within 15 days from the date notice of the deficiency was mailed to the entity. For this reason, it is important to maintain current registered agent and registered office information.
A foreign nonprofit corporation or a foreign limited partnership also may have its registration revoked under other provisions of the BOC, which subject these entities to periodic reporting requirements. To reinstate its registration, a foreign nonprofit corporation or LP must dating the required report See FormWordPDF for nonprofit corporations; Form WordPDF for LPspay the appropriate filing fee and late fee, and pay all taxes, penalties and interest due if applicable. LPs must attach to the periodic report a tax clearance letter from the Texas Comptroller of Public s stating that the entity has satisfied all of its franchise tax obligations Houston is eligible for reinstatement.
There foreigners no time limit for when the foreign nonprofit corporation Texas LP can reinstate its registration. An entity forfeited under the Tax Code can reinstate at any time so long as the entity would otherwise continue to exist by 1 filing all required franchise tax reports, 2 paying all franchise taxes, penalties, and interest, and 3 filing an application for reinstatement Form WordPDFaccompanied by a tax clearance letter from the Texas Comptroller of Public s stating that the entity has satisfied all of its franchise tax obligations and is eligible for reinstatement.
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The timeframe for reinstating after a revocation for non-tax reasons varies depending on the type of entity and the reason for the revocation. Am I Registered to Vote? Search for this:.
The answers to our Frequently Asked Questions are provided for informational purposes and are not intended to provide legal advice or to substitute for the advice of an attorney. If you have specific legal questions, consult your attorney. Website Policies Open Records Contacts. Form, or