Registering an Out-of-State Company to Do Business in Texas

Out-of-State Business Registration in Texas

Texas has a reputation for being business-friendly and for encouraging businesses from outside of Texas to work here. If a business from another state or country wishes to operate in TX it must first register with the Texas Secretary of State.

Steps to Registration

The first step of registration is to visit TX SOS.  Registration in Texas requires a business to pay a filing fee and to provide the address of its main office. The business must also appoint the Texas Secretary of State as its agent for service of process under the circumstances outlined in Texas Business Organization Code § 5.25.

Name Availability

The business must determine whether or not its name is available in Texas. If a Texas business already operates under that name, then the foreign or out-of-state business must use a fictitious name. After determining that the fictitious name is available, the business then must file assumed name certificates with the Secretary of State. By doing so, it is stating that all business in Texas will be transacted under that name. BOC § 9.004.

Type of Business

Texas also requires proper citation of the business type. A business must identify how it classifies itself by including the proper abbreviation in its filings, Corp for corporation or LLC for limited liability company, for example. Even if its state or country of origin does not require such identification, in Texas that business must identify its business classification. If the business is a corporation, it must also identify and include information about its board members.

Requirements for registering foreign or out-of-state businesses are detailed in the statute below:

Effective: January 1, 2006

V.T.C.A., Business Organizations Code § 9.001

9.001. Foreign Entities Required to Register

(a) To transact business in this state, a foreign entity must register under this chapter if the entity:

(1) is a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in this state, would require the filing under Chapter 3 of a certificate of formation; or

(2) affords limited liability under the law of its jurisdiction of formation for any owner or member.

(b) A foreign entity described by Subsection (a) must maintain the entity's registration while transacting business in this state.

Laws governing foreign or out-of-state businesses are complex and/or unique to Texas. Working with an experienced business lawyer ensures that a business will be registered correctly in Texas, increasing opportunities for future growth and success.

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