Texas — Registration & Annual Compliance

This section defines the key entity types and the scope of the Texas Business Organizations Code (BOC) for both domestic and foreign filing entities. These foundational terms drive which filings and annual compliance obligations apply in Texas.

Key Statutory Definitions

• "Filing entity" (Tex. Bus. Orgs. Code § 1.002(22)): A domestic entity formed by filing a certificate of formation with the Texas Secretary of State. Recognized filing entities include corporations, limited liability companies (LLCs), limited partnerships (LPs), professional associations, cooperatives, and real estate investment trusts. (Certain nonprofit and other entity types may have distinct treatment under the statute.)
• "Foreign filing entity" (Tex. Bus. Orgs. Code § 1.002(24)): An entity formed under the laws of another jurisdiction that would be a filing entity if formed under Texas law, except that a foreign limited liability partnership (LLP) is not considered a foreign filing entity for this purpose. Foreign filing entities must file an application for registration under Chapter 9 before transacting business in Texas.
• "Domestic entity" (Tex. Bus. Orgs. Code § 1.002(8)): An organization formed under Texas law or whose internal affairs are governed by Texas statutes.
• "Foreign entity" (Tex. Bus. Orgs. Code § 1.002(17)): An organization formed under laws of another jurisdiction (U.S. state or foreign country) and governed by that jurisdiction for its internal affairs.

Scope of the Texas Business Organizations Code

The BOC governs the formation, registration, and ongoing compliance of all Texas filing entities and all out-of-state (foreign) entities that transact business and register in Texas. Since January 1, 2010, the BOC applies to:

• Every Texas filing entity (no matter when formed), and
• Every foreign filing entity that registers to transact business in Texas (see Tex. Bus. Orgs. Code Chapter 9; see SOS guidance).

Filing Basics — Domestic vs. Foreign

• Texas filing entities (like Texas LLCs or corporations) must file a Certificate of Formation to organize under Texas law.
• Foreign filing entities (like Delaware LLCs or corporations operating in Texas) must file an Application for Registration under Chapter 9 of the BOC. They may need to provide a certificate of existence or comparable document from their home jurisdiction.

For clarity, the BOC’s definitions determine not just what needs to be filed, but also annual reporting and compliance duties each year thereafter.

Source: Tex. Bus. Orgs. Code § 1.002 (Definitions) Source: Texas Secretary of State – Business Organizations Code Information

A foreign entity (one formed under non-Texas law) that transacts business in Texas without timely registration is subject to specific penalties under the Texas Business Organizations Code (BOC). Understanding these provisions is essential for planning out-of-state registrations, especially where there is a delay beyond the statutory window.

Civil penalty Under Tex. Bus. Orgs. Code § 9.052, if a foreign filing entity transacts business in Texas without registration, the Secretary of State may impose a civil penalty equal to all fees and taxes the entity would have paid had it registered when first required, plus any applicable penalties and interest. Whether and how these penalties apply—including amounts—can depend on the Secretary’s discretion and agency practice.

Late-filing fee (as of 2024) Tex. Bus. Orgs. Code § 9.054 authorizes the Secretary of State to condition the effectiveness of a registration on payment of a late filing fee. The late-filing fee is:

• The standard registration fee (currently $750, as of 2024, for most for-profit corporations and LLCs; $25 for nonprofit corporations and cooperative associations),
• Multiplied by the number of calendar years or partial years during which the entity transacted business in Texas without registration.

For example, if a for-profit corporation operated in Texas for three years without registration and applies in 2024, the late-filing fee could be as much as $2,250 in addition to the regular filing fee—subject to review and application by the Secretary of State. This is illustrative only, as actual assessment may differ in practice.

Five-year cap on late-filing fees Section 9.054 also permits—but does not require—the Secretary of State to limit the total late-filing fee to five years. To qualify for this cap, the entity must:

• Show it either did not receive a deficiency or noncompliance notice from the Secretary of State or responded within 45 days if notice was given,
• Provide evidence from the Texas Comptroller that it holds an active right to transact business in Texas, and
• Certify that it owes no state taxes, fees, or assessments other than the registration fee and late-filing fee.

The cap is not automatic; it is at the Secretary's discretion based on the entity’s compliance with these statutory conditions.

Key takeaway Practitioners should advise foreign entities to register promptly in Texas. Delayed registration can lead to substantial late fees—even with the five-year cap, which only applies if statutory criteria are met and the Secretary exercises discretion. Always consult the current registration fee schedule and the Business Organizations Code, as both the fee amounts and agency practices may change.

Source: Foreign or Out-of-State Entities — Texas Secretary of State Source: Tex. Bus. Orgs. Code §§ 9.052–9.054

To form a domestic entity such as a corporation or LLC under Texas law, an organizer must file a Certificate of Formation with the Texas Secretary of State under the Texas Business Organizations Code (BOC), Chapter 3. This document is the legal instrument of formation and is required for corporations (for-profit or nonprofit), limited liability companies (LLCs), limited partnerships (LPs), professional associations, and other "filing entities" as defined by Tex. Bus. Orgs. Code § 1.002(22).

Filing Office and Portal The filing is submitted to the Secretary of State, either online via the SOSDirect portal, by mail, or by hand delivery. SOSDirect is the official online filing system; electronic filing allows for faster processing and immediate confirmation of receipt.

Forms by Entity Type

• For-profit corporation: Form 201 (Certificate of Formation)
• LLC: Form 205 (Certificate of Formation)
• Nonprofit corporation: Form 202
• LP: Form 207

All forms are available on the Texas Secretary of State’s "Business Filings Forms" page. Each form includes detailed instructions and references the mandatory statutory content set by the BOC (see Tex. Bus. Orgs. Code § 3.005 for required certificate contents).

Filing Fee (as of 2024)

• For-profit corporation or LLC: $300
• Nonprofit corporation: $25
• LP: $750

Fees may be paid by credit card (for SOSDirect filings), check, money order, or through the Texas.gov payment portal if using a compatible system. Fee amounts may change, so confirm the current schedule on the official fee listing. Expedited processing is available for an additional fee.

Required Information The Certificate of Formation must include the legal name of the entity (see distinct section on name availability), the registered agent and office, the entity’s purpose, and duration if not perpetual. An organizer (not necessarily an owner) signs the certificate.

Once accepted, the Secretary of State issues an Acknowledgment of Filing, which serves as proof of formation and existence as a Texas entity. The entity’s effective date is typically the filing date unless a later effective date is specified.

Source: Texas Secretary of State — Business Filings Forms Source: Tex. Bus. Orgs. Code § 3.001 et seq. (Formation Filings)

Every domestic filing entity and every foreign filing entity registered in Texas is required by statute to continuously maintain both a registered agent and a registered office in Texas. The registered agent’s core function is to receive service of process and official state correspondence on behalf of the entity. These requirements, including who may serve and the consequences of lapse, are governed by Tex. Bus. Orgs. Code §§ 5.201–5.207 and detailed in the Texas Secretary of State’s guidance.

Who may serve as registered agent

• The registered agent must be either (a) an individual resident of Texas, or (b) a Texas organization (other than the filing entity itself) with authority to transact business in Texas. (Tex. Bus. Orgs. Code § 5.201(b))
• An entity may not serve as its own agent, but an individual associated with the entity (officer, owner, employee) may serve, provided they are a Texas resident. (Tex. Bus. Orgs. Code § 5.201(b)(2))
• The registered office must be a physical street address in Texas. A P.O. box, mail drop, or virtual office address does not meet the statutory requirement. (See Secretary of State Registered Agents FAQ)

Consent to serve Written or electronic consent of the agent is required for appointment. Consent must be maintained as part of the entity’s records; it may, but need not, be filed with the Secretary unless specifically required (for example, when appointing a new agent via Form 401). (Tex. Bus. Orgs. Code § 5.201(b)-(c); Secretary FAQ)

Coverage — domestic and foreign entities Both domestic entities (such as Texas LLCs and corporations) and foreign entities qualifying to transact business in Texas must meet the same registered agent and office requirements. Foreign entities appoint their agent as part of the application for registration. (Tex. Bus. Orgs. Code § 9.001(a)(3))

Consequences of loss or invalid registered agent/office If a registered agent resigns or cannot be located at the registered office, or if the required registered office ceases to exist, the Secretary of State may commence involuntary termination (for domestic entities) or revocation of registration (for foreign entities). The Secretary may send notice, and if the defect is not remedied as required by §§ 5.202, 5.206, and 9.101, the entity's right to transact business in Texas is at risk. (Tex. Bus. Orgs. Code §§ 5.202, 5.206, 9.101)

Source: Tex. Bus. Orgs. Code §§ 5.201–5.207 Source: Texas Secretary of State — Registered Agents FAQ

Every taxable entity in Texas—whether formed under Texas law or qualified as a foreign entity—must file two linked annual reports with the Texas Comptroller of Public Accounts: (1) the Franchise Tax Report, and (2) a supporting information report—either the Public Information Report (PIR) or the Ownership Information Report (OIR).

Due Date

Both reports are due each year on May 15 (or the next business day if May 15 falls on a weekend or holiday). A newly formed or newly qualified entity owes its first report by the next May 15 following its Texas formation or registration.

What to File

• Franchise Tax Report: This determines the amount of tax due under Tex. Tax Code Chapter 171. All entities must file—even those owing no tax due to low revenue or exemption.
• Information Report:
• PIR (Form 05-102): Required for corporations, LLCs, limited partnerships, professional associations, and financial institutions.
• OIR (Form 05-167): Used by other taxable entities (consult the Comptroller's forms list for entity-type specifics).

No-Tax-Due Threshold

• For report years 2026 and 2027, taxable entities with annualized total revenue of $2,650,000 or less owe no franchise tax but still must file the PIR or OIR.
• For 2024 and 2025, the threshold was $2,470,000 (rounded).
• These thresholds and filing requirements are set forth in Tex. Tax Code § 171.006 and updated annually by the Comptroller.

Penalties for Late Filing or Payment

• A $50 late filing penalty applies to any report not filed by the due date, even if no tax is due.
• If tax is owed, an additional penalty of 5% applies if paid up to 30 days late, and 10% if more than 30 days late.
• Interest accrues on past-due tax beginning 61 days after the due date.

Risk of Forfeiture

Noncompliance can result in administrative forfeiture of the entity's right to do business in Texas—especially consequential for foreign entities that require continuity of good standing for contracts, banking, or licenses. For all entities, cure requires both payment and reinstatement filings, and may not restore contractual or tax benefits retroactively.

Source: Texas Comptroller — Franchise Tax: Due Dates, Rates, Forms, and Penalties Source: Tex. Tax Code Chapter 171

Any foreign filing entity (an entity formed under laws other than Texas) that wishes to transact business in Texas must first register with the Texas Secretary of State by filing an Application for Registration under Chapter 9 of the Texas Business Organizations Code (BOC). This is commonly known as "foreign qualification."

Who Must Register Under Tex. Bus. Orgs. Code § 9.001, a foreign filing entity may not transact business in Texas unless it has been issued a certificate of registration by the Secretary of State. "Transacting business" is broadly construed, but there are specific statutory exclusions under Tex. Bus. Orgs. Code § 9.251—notably, soliciting or conducting isolated transactions, holding meetings, maintaining bank accounts, or effecting sales through independent contractors do not, by themselves, trigger qualification. Section 9.251 lists all exclusions; practitioners should review it for current applicability.

Application Requirements

• Application for Registration: the principal form for most corporations and LLCs is Form 301 (other forms are available for different entity types per Secretary of State instructions).
• Certificate of existence (or comparable evidence of good standing) from the entity’s home jurisdiction, issued not more than 90 days before submission (Tex. Bus. Orgs. Code § 9.004).

Filing Procedures

• Applications (with the certificate of existence attached) are filed with the Secretary of State. Filings may be made online via SOSDirect, by mail, or hand delivered. SOSDirect is recommended for timely receipt confirmation.

Filing Fees (per Secretary guidance, as of June 2026)

• Most for-profit foreign entities: $750 for the Application for Registration.
• Nonprofit corporations and cooperative associations: $25.
• Fee payment options include credit card (for online), check, or money order. Fee levels are as posted in the Secretary of State’s schedule and may be updated; the current schedule should be confirmed each year.

Failure to qualify before transacting business triggers the penalties described in Chapter 9, including possible civil penalties, assessment of back fees, and risk of contracts being voidable (§§ 9.051–9.054; see dedicated section on penalties).

Source: Texas Secretary of State — Foreign or Out-of-State Entities Source: Tex. Bus. Orgs. Code Chapter 9

After formation (for Texas domestic entities) or qualification (for foreign entities), a business must register with the Texas Comptroller of Public Accounts for state tax purposes if it will engage in activities subject to Texas taxes. This process applies to both Texas-formed and out-of-state (foreign) entities operating in Texas.

Texas Taxpayer Number (TPN): The Texas Comptroller assigns an 11-digit Taxpayer Number to each business with a tax account. Most entities receive this number after filing for tax registration; this number is necessary for all subsequent state tax filings. The Comptroller’s guidance provides an overview of taxpayer numbers but does not specify automatic issuance for all entity types—registration may be required where a tax liability or activity exists.

Who must obtain a Sales & Use Tax Permit: A Texas Sales and Use Tax Permit is required if the business:

• Sells, leases, or rents tangible personal property in Texas,
• Provides taxable services as defined by Texas law,
• Purchases taxable items from out-of-state vendors who do not collect Texas sales tax,
• Is a remote seller with cumulative Texas revenue exceeding $500,000 in the preceding 12 months.

These requirements are enumerated in the Comptroller’s Sales & Use Tax Permit FAQ and remote seller guidance. Remote sellers (entities with no physical presence, but selling into Texas) must apply for the permit and begin collecting taxes by the first day of the fourth month after exceeding the $500,000 economic nexus threshold.

How to register:

• Online via the Texas Comptroller’s eSystems portal, or
• By mailing Form AP-201, "Texas Application for Sales and Use Tax Permit."

There is no filing fee for the sales tax permit, but the Comptroller may require a security bond depending on the applicant's circumstances. All tax registration and permit application forms are available on the Comptroller’s official forms page.

Next steps:

1. Register with the Comptroller and receive a Texas Taxpayer Number if your entity is subject to Texas tax or business activity.
2. Evaluate business activities using the official FAQ and guidance to determine if a Sales & Use Tax Permit is required.
3. If a remote seller, monitor your Texas revenue and apply for a permit promptly upon exceeding the $500,000 threshold.
4. Use the Comptroller’s eSystems portal or submit Form AP-201.

Proper Comptroller registration enables compliance with Texas franchise, sales and use, and other state-level business taxes.

Source: Texas Comptroller – Sales and Use Tax Permits FAQ Source: Texas Comptroller – Remote Sellers Source: Texas Comptroller – Business Forms Source: Texas Comptroller – Taxes overview

All Texas domestic filing entities, as well as foreign entities registered to do business in Texas, are required to file annual compliance reports to maintain good standing. These reports, handled by the Texas Comptroller of Public Accounts, are essential for ongoing authority to conduct business.

Annual Report Structure Texas does not require a stand-alone “annual report” through the Secretary of State (as some other states do). Instead, compliance is satisfied by filing:

• The Texas Franchise Tax Report, and
• A public information report (PIR, Form 05-102) for corporations, LLCs, LPs, and certain other entity types (or an ownership information report for certain others), as required by the Comptroller.

These filings serve both tax and public information purposes. Entities that are statutorily exempt from franchise tax may still have to submit the public information report. The Comptroller maintains a complete forms list.

Due Date

• Reports are due each year by May 15, for both domestic and foreign entities. If May 15 falls on a weekend or holiday, the deadline becomes the next business day. (Tex. Tax Code § 171.201 and Comptroller guidance)
• The first report is due the first May 15 after formation or qualification in Texas.

Grace Period and Consequences of Non-Compliance

• The Comptroller imposes a $50 penalty for a late report, regardless of tax liability.
• Failure to file can result in the Comptroller forfeiting the entity’s right to transact business in Texas. This applies to both domestic and foreign entities (Tex. Tax Code § 171.251; 171.2515; 171.309).

Notice and Cure

• Forfeiture occurs after notice, but there is no statutory "grace period" beyond the prescribed deadline and penalty. Once forfeiture is posted, the Secretary of State may involuntarily terminate (domestic entities) or revoke registration (foreign entities). Reactivation (reinstatement) requires:

1. Filing all delinquent reports,
2. Paying all outstanding taxes/penalties, and
3. Filing an Application for Reinstatement (Form 801 for domestic, comparable for foreign).

Key Takeaway: Texas links annual “report” requirements directly to the tax and information filings with the Comptroller—not a separate annual report to the Secretary of State. Missing the May 15 deadline puts status at risk, and cure requires payment and catch-up filing through the Comptroller before the Secretary of State can restore good standing.

Source: Texas Comptroller – Franchise Tax: Due Dates, Rates, Forms, and Penalties Source: Tex. Tax Code § 171.201 et seq. – Report Due Dates

Any entity—domestic or foreign—that will hire employees in Texas must complete employer payroll tax registration with the relevant state agencies. This step is required for both Texas-formed entities and foreign entities qualified to do business in Texas and employing staff on the ground.

Unemployment insurance (state unemployment tax / SUTA) — Texas Workforce Commission (TWC) Before making its first payroll, an employer must register with the Texas Workforce Commission (TWC) for state unemployment tax (SUTA) purposes. This applies to corporations, LLCs, partnerships, and sole proprietors with employees in Texas. Registration is completed online through TWC’s Unemployment Tax Registration (UTR) system. Upon approval, the employer receives a TWC account number. Most new employers will start at the standard tax rate set by the TWC; statutory exclusions for independent contractors and some family employees apply (see TWC coverage policies). After registration, employers file quarterly wage reports and remit unemployment tax electronically.

• Portal: https://www.twc.texas.gov/businesses/unemployment-tax-registration
• Authority: Tex. Labor Code §§ 201.001 et seq.; TWC Rules §§ 815.101 et seq.

Income tax withholding — Texas Comptroller Texas does not impose a state personal income tax. Therefore, there is no requirement to register for state income tax withholding from employee paychecks in Texas. Employers may, however, need to withhold federal income tax and register with the IRS for a federal Employer Identification Number (EIN). If an employee is subject to another state’s income tax due to residency, consult relevant cross-border rules.

• Authority: Texas Comptroller – "Texas has no individual income tax"

New hire reporting — Texas Employer New Hire Reporting Operations Center All Texas employers must report newly hired and rehired employees within 20 calendar days of their start date. This mandate applies to Texas entities and out-of-state entities with employees performing services in Texas. Reporting is done electronically via the Employer New Hire Reporting Center or by mail/fax on Form W-4. Failure to report can result in penalties per Tex. Family Code § 234.104.

• Portal: https://portal.cs.oag.texas.gov/wps/portal/EmployerWebsite
• Authority: Tex. Family Code § 234.101 et seq.

Summary table: | Employer step | Responsible office | Required form/system | Frequency/Deadline | |---------------------|---------------------------|---------------------------------|------------------------| | SUTA registration | Texas Workforce Commission| Unemployment Tax Registration | Before first payroll | | New hire reporting | TX Attorney General/OAG | Employer New Hire Center/Form W-4| Within 20 days of hire|

Texas is unusual in requiring no state employer withholding, but the SUTA and new hire steps are mandatory for any payroll.

Source: Texas Workforce Commission – Unemployment Tax Registration Source: Texas Comptroller – Taxes Source: Texas Employer New Hire Reporting Center

Before filing a Certificate of Formation (for a domestic entity) or an Application for Registration (for a foreign entity), filers must ensure the proposed name is available and compliant with the statutory rules set out in the Texas Business Organizations Code (BOC) and Secretary of State regulations. Failure to confirm name availability is a common reason for rejected filings, particularly where names are similar or statutory requirements are unmet.

Statutory name requirements

• The name of a Texas filing entity must be distinguishable in the Secretary of State’s records from the name of any existing domestic or foreign filing entity, reserved or registered names, or other records recognized under state law (Tex. Bus. Orgs. Code §§ 5.053, 5.101).
• Minor differences, such as punctuation, the presence or absence of "the," or changes in entity type designators (LLC, Inc., Ltd.), do not make a name "distinguishable" under Texas law. The Secretary of State’s detailed rules are set out in 1 Tex. Admin. Code §§ 79.31–79.43.
• Certain words are restricted or prohibited (such as "bank," "trust," or terms implying state affiliation); specific approvals may be needed for these, as specified by Tex. Bus. Orgs. Code § 5.063.

Checking name availability

• Filers may check name availability using tools and guidance provided by the Texas Secretary of State. Official availability is ultimately determined at the time of filing—an exact match or deceptive similarity (as defined by rule) will result in rejection, regardless of prior checks.

Name reservation process

• To reserve a name before submission of an entity filing, complete Form 501 (“Application for Reservation or Renewal of Reservation of an Entity Name”) available on the Secretary’s official page.
• Name reservations are valid for 120 days. A reservation can be renewed for additional 120-day periods by filing a renewal application before expiration (Tex. Bus. Orgs. Code § 5.104).
• Fees are as published in the Secretary of State’s official schedule; confirm the current amount before submitting, as dollar values may change. If a reservation is not renewed prior to expiration, the name becomes available again.

Transfer of reservation

• The BOC permits the transfer of a name reservation to another party by filing a notice of transfer, subject to the requirements in § 5.105. See the Secretary’s forms and guidance for process details and any applicable fee.

Practical tip: Name reservation is optional but prudent for unique, high-value, or time-sensitive names. Always rely on Texas’s published guidelines and forms; even a minor deviation from distinguishability rules can hold up formation or qualification.

Source: Texas Secretary of State – Name Availability Rules & Forms Source: Tex. Bus. Orgs. Code §§ 5.053, 5.101, 5.104 Source: 1 Tex. Admin. Code §§ 79.31–79.43

Texas conducts nearly all business entity filings and compliance management online through two official state portals: (1) the Secretary of State’s SOSDirect, and (2) the Texas Comptroller’s eSystems (Webfile). Both portals cover domestic and foreign entities, allow out-of-state and practitioner access, and are referenced throughout the lifecycle steps in this guide. This section walks practitioners through core features and confirmed account access requirements, noting where authority is silent on process details.

1. SOSDirect — business formation, foreign qualification, and record filings

• SOSDirect (https://direct.sos.state.tx.us/) is the Secretary of State’s primary site for online submission of Certificates of Formation (domestic entities), Applications for Registration (foreign entities), amendments, assumed names, and requests for certified documents or certificates of status.
• Account access requires user registration (unique username/password) and enables filing for multiple entities. Filers (including out-of-state applicants and practitioners) are not required to be Texas residents. Filings are paid by credit card or pre-paid client account.
• The Secretary’s official page confirms general online service scope but does not directly confirm e-signature usage, details on filing time cutoffs, or the practice of third-party portal access. If filing or signature or access mechanics are outcome-determinative, consult the specific agency FAQ or public instructions before submission.

2. Texas Comptroller eSystems — tax registration, reports, and payment

• The Texas Comptroller’s Webfile/eSystems (https://comptroller.texas.gov/webfile/) handles taxpayer registration, franchise and sales tax reporting, PIR/OIR filings, and payments for all entities operating in Texas.
• Entities enroll in eSystems using a Texas Taxpayer Number and a Webfile number (issued by the Comptroller). Official pages confirm that secure submissions, payment, and retrieval of prior filings can occur online. Current Comptroller guidance does not directly specify the mechanics for out-of-state or third-party practitioner credential issuance—access typically requires credentials sent to the entity’s registered address or agent. If authority is silent, do not assume remote third-party access unless confirmed.

Account management practices

• Both SOSDirect and eSystems are designed for remote accessibility, including use by counsel or registered agents. Explicit protocol for credential sharing, third-party rights, and e-signature is not directly described in Secretary or Comptroller guidance as of June 2026—if these practices are material, verify by checking the current agency FAQ or official forms rather than relying on past workflow.

Key takeaway: Both Texas business portals permit remote compliance and filings for domestic and foreign entities. Most filings and annual reports can be completed fully online. Where the agency source is silent on a mechanical step (e.g., transmission of access, signature acceptance), prudent practitioners should check the relevant portal’s current FAQ or forms before proceeding.

Source: Texas Secretary of State — SOSDirect online business services Source: Texas Comptroller — Webfile/eSystems registration

Any Texas business—domestic or foreign—that conducts business under a name other than its legal name must file an assumed name certificate (commonly called a “DBA,” for “doing business as”) in the locations specified by Tex. Bus. & Com. Code Chapter 71. Precise requirements depend on entity type and place of business, with separate rules for state vs. county filing, domestic vs. foreign entities, and incorporated vs. unincorporated status.

Who must file and where

• Domestic corporations, LLCs, and registered LPs must file an assumed name certificate with the Texas Secretary of State AND with the county clerk in each county where the principal office or registered office is located (§ 71.101, § 71.103).
• Unincorporated domestic businesses (e.g., sole proprietorships, general partnerships not registered as LLPs): file only with the county clerk(s) where business is conducted; no Secretary of State filing required (§ 71.101).
• Foreign corporations, LLCs, and registered LPs registered to transact business in Texas: must file at the Secretary of State and in each county where they maintain a place of business (§ 71.103).
• If a foreign entity uses a name different from its exact name on the certificate of authority, it must file DBAs in all relevant jurisdictions.

Certificate content and filing process

• The certificate must include: the assumed name; the legal name of the entity; its jurisdiction of formation; the period (not to exceed 10 years; renewal required); principal office or place of business address; county list; and, for foreign entities, their Texas registration number (§ 71.102–.103).
• State-level filing is done by submitting Form 503 (Assumed Name Certificate) to the Secretary of State, with a $25 fee per name (as of June 2026; check Form 503 or online for current fee). County-level filings use a locally adopted form with fees set by the county clerk.
• Certificates expire at the end of their stated period (up to 10 years); renewal requires filing a new certificate not more than six months before expiration (§ 71.154).

Consequences of noncompliance

• A business that contracts or sues in Texas under an unregistered DBA cannot maintain a lawsuit on that contract until it files the required certificate(s) (§ 71.201, § 71.202). Cure is available by filing; the statute does not specify separate administrative penalties.

When a new certificate is required

• A new certificate must be filed if required information changes (including name, principal office, or county list) before expiration (§ 71.151).

Assumed name compliance is one of the most common sources of rejected contracts and delayed lawsuits; attention to both state and county filings is critical for any Texas or foreign-registered entity.

Source: Tex. Bus. & Com. Code Chapter 71 Source: Texas Secretary of State – Assumed Name Filing Overview & Form 503

A Certificate of Fact from the Texas Secretary of State (often called a "Certificate of Good Standing" or “Existence”) is an official document verifying a Texas entity’s legal status—whether it exists, is active, and is compliant with Texas records. This certificate is routinely required by Texas entities when registering to do business in another state, opening business bank accounts, applying for licenses, or completing significant transactions requiring proof of existence.

How to obtain a Certificate of Fact for a Texas entity You may order a Certificate of Fact from the Texas Secretary of State through three methods:

• Online using SOSDirect (https://direct.sos.state.tx.us): provides the fastest processing, with immediate digital certificates issued for most entities.
• Mail or fax requests: submit a written request for a Certificate of Fact, including the entity name and Texas filing number.

The fee for a standard Certificate of Fact is $15 per copy, as published on the Secretary’s website at the time of order. Always check the latest fee schedule on the Secretary of State’s site before submitting, as fees may change. You must provide the entity’s exact legal name and file number with your request. Certificates are generally available for corporations, LLCs, LPs, and other Texas filing entities. For tax standing, a separate “certificate of account status” is issued by the Texas Comptroller.

Requirement for foreign entities registering in Texas Foreign entities (those formed outside Texas) applying for registration here must attach a certificate or official document from their home jurisdiction showing existence or good standing. Under Tex. Bus. Orgs. Code § 9.004, this certificate must be issued within 90 days prior to the filing of the Texas application for registration. Texas accepts only those certificates from the home state or country that meet the statutory definition of confirming existence or authorization to transact business within the home jurisdiction. A Certificate of Fact from the Texas Secretary of State is not required for inbound foreign entities.

Failure to supply an acceptable certificate, or submitting one more than 90 days old, will delay the processing of the registration application.

Source: Texas Secretary of State — Certificates of Fact Source: Tex. Bus. Orgs. Code § 9.004

A Texas domestic entity may be involuntarily terminated (administratively dissolved) by the Secretary of State if it fails to meet statutory compliance obligations, primarily:

• Failing to file required Franchise Tax and Public Information Reports or pay related fees and penalties (Tex. Tax Code §§ 171.251–.2515),
• Failing to maintain a registered agent or registered office (Tex. Bus. Orgs. Code § 11.251), or
• Other grounds stated in the Texas Business Organizations Code.

For foreign entities, the Secretary may revoke the registration to transact business for the same failures (including those under Tex. Bus. Orgs. Code § 9.101).

Consequences of dissolution or revocation (statutory effects):

• The entity loses the right to carry on business in Texas (Tex. Bus. Orgs. Code § 11.251, § 11.253).
• For domestic entities, termination does not immediately eliminate the entity's existence, but it may only wind up and liquidate affairs. Contracts entered after loss of status may be voidable, and directors, officers, or managers may risk personal liability in some cases, depending on facts and statutory limitations (see Tex. Bus. Orgs. Code § 11.356). The statutes are silent or qualified as to automatic loss of assets or name rights — risk increases if not reinstated in a timely manner, but forfeiture is not immediate or categorical.

Reinstatement process (restoring good standing):

1. Resolve all causes of forfeiture, typically by filing outstanding Franchise Tax/Public Information Reports and paying all taxes and penalties owed to the Texas Comptroller.
2. Obtain a Certificate of Account Status from the Comptroller stating that taxes are fully paid and the entity is entitled to transact business in Texas.
3. Submit the Application for Reinstatement (Form 801 for most domestic entities) to the Texas Secretary of State, along with the Certificate of Account Status and the prescribed filing fee. Foreign entities should use the appropriate foreign form.
4. Upon acceptance, the Secretary issues a reinstatement confirmation. Per Tex. Bus. Orgs. Code § 11.202, reinstatement restores the entity as if termination had not occurred, subject to statutory exceptions.

Timing:

• Statute authorizes reinstatement "before the third anniversary of the date of termination" (36 months) for most causes (Tex. Bus. Orgs. Code § 11.201). Name and asset risks compound if reinstatement is not completed during this period.

Authority is silent on some edge-case consequences and effects may vary by entity type. Always refer to the current statutory language and Secretary guidance for changes.

Source: Texas Secretary of State — Reinstatement Filings & Forms Source: Tex. Bus. Orgs. Code § 11.201–11.202 Source: Texas Comptroller — Franchise Tax Forfeiture and Reinstatement Source: Tex. Bus. Orgs. Code § 9.101 Source: SOS Form 801 (Application for Reinstatement)

Texas partnerships that wish to obtain limited liability protection for their partners must register as Limited Liability Partnerships (LLPs) with the Texas Secretary of State and renew that registration annually. These requirements apply to both domestic general or limited partnerships and foreign partnerships seeking LLP status in Texas.

Initial LLP registration A partnership becomes an LLP by filing an Application for Registration with the Secretary of State. For general partnerships (including out-of-state), this is done using Form 701, available on the Secretary’s website or through the SOSDirect online portal. The application must include:

• The partnership’s name (with a permissible LLP indicator like “LLP” or “L.L.P.”),
• Principal office address,
• The name and address of each general partner,
• (For foreign LLPs) jurisdiction of original registration and confirmation of good standing.

Filing fee: The fee is $200 per general partner listed in the application—check the current schedule before submission for any changes. The fee is set by Tex. Bus. Orgs. Code § 152.802 for domestic and § 152.902 for foreign LLPs; the Secretary’s fee schedule is the definitive current statement.

Effectiveness: LLP status and limited liability attach when the Secretary files the registration (not before), per Tex. Bus. Orgs. Code § 152.802(e)-(f). For foreign LLPs, authority to transact business begins upon acceptance, subject to providing evidence of good standing from their home jurisdiction as required by § 152.903.

Annual renewal requirement An LLP’s registration expires one year after the effective filing date. To maintain LLP status and liability protection, the partnership must file a renewal before its expiration date. Renewal is typically performed by submitting the appropriate form (Form 701) and paying the same $200-per-general-partner fee. Annual renewal is authorized by Tex. Bus. Orgs. Code § 152.804 (domestic) and must be completed each year to preserve the LLP shield. For foreign LLPs, the parallel requirement is in § 152.904.

Consequences of late or missed renewal: If the partnership fails to file for renewal on time, it immediately loses LLP status and its partners are personally liable for partnership obligations arising after the expiration date (§ 152.802(g), § 152.804(d)). However, the BOC allows reinstatement of LLP status if the partnership files the renewal and pays all unpaid fees and penalties within a period set by the Secretary, restoring liability protection prospectively (§ 152.804(d)).

Other annual compliance LLPs are not subject to a separate Texas information report or annual franchise tax solely due to LLP status, unless the entity otherwise falls under the Texas franchise tax under Tax Code Chapter 171.

Practice note: Timely annual renewal is a common compliance trap—there is no automatic reminder from the Secretary. Always confirm partner status and fee calculation before filing, and set internal calendar alerts.

Source: Texas Secretary of State — LLP Registration & Renewal Source: Tex. Bus. Orgs. Code §§ 152.801–152.804, 152.901–152.904