What is Texas Limited Liability Company (LLC) Foreign Qualification? |
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You want to do business in the state of Texas but are registered as a Domestic Limited Liability Company (LLC) in another state.
In order to legally conduct business in the state of Texas you must register with the Texas Secretary of State as
a Foreign LLC.
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You want to do business in the state of Texas but are registered as a Domestic LLC in another state.
In order to legally conduct business in the state of Texas you must register with the Texas Secretary of State as
a Foreign LLC.
The process of registering as a Foreign LLC in Texas is called Texas LLC Foreign Qualification.
The process of Texas LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Texas.
Your original formation documents (usually called Articles of Organization) and Operating Agreement apply to your Texas Foreign LLC.
The Members and Managers of your Domestic LLC have the same roles in the Texas Foreign LLC.
Specific requirements to qualify as a Foreign LLC in Texas are explained below.
Once you have made the decision to Qualify as a Foreign LLC in Texas,
a Texas lawyer can file your documents and act as a middle man for a few hundred dollars an hour;
or you can use an online service provider like PCF to perform these services.
Put the money you save with PCF where it belongs
right into your new Texas Foreign LLC.
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What is a Texas Foreign LLC? |
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In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.
If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will
have to register with the state in which you want to do business before you can legally conduct business there.
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In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.
If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will
have to register with the state in which you want to do business before you can legally conduct business there.
For example, a LLC that is registered in California wants to do business in Texas.
The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Texas.
The California LLC needs to register with the Texas Secretary of State as a Texas Foreign LLC.
The use of the term Foreign in this case refers specifically to individual US states.
The US government, including the IRS, considers a Foreign company to be a company that is registered outside
of the United States.
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Do I need a lawyer to Form a Foreign LLC in Texas? |
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The short answer is no.
The state of Texas does not legally require a lawyer to form a Texas Foreign LLC.
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The short answer is no.
The state of Texas does not legally require a lawyer to form a Texas Foreign LLC.
Our detailed LLC Information page may help you understand some
of the implications of forming a Texas Foreign LLC.
However, if there is anything about forming a Foreign LLC in Texas
that you're not sure about you should seek the advice of a competent Texas lawyer, a Texas accountant,
or both before you form a Foreign LLC in Texas.
Once you have made the decision to form a Foreign LLC in Texas, a Texas lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Texas Foreign LLC.
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Do I have to Reserve a Company Name before I Form a Foreign LLC in TX?
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You are not legally required to reserve a Company Name for a new Texas LLC Corporation before you submit your application to form a Foreign LLC in
Texas.
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You are not legally required to reserve a Company Name for a new Texas LLC Corporation before you submit your application to Form a Foreign LLC
in Texas.
The LLC name that you have registered in your home state may or may not be available in Texas.
In that case you need a different name your Texas Foreign LLC.
Whether or not you need to reserve a company name for your new Texas Foreign LLC depends entirely on your business situation.
The Texas Secretary of State uses LLC names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Texas Foreign LLC Name.
Click here for more information on
Texas Company Name Reservation
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What do I have to do to Form a Foreign LLC in Texas?
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4 things you have to do in order to Form a Texas Foreign LLC
1. Choose a name for your Texas Foreign LLC
2. Select an official address and a Registered Agent for your TX Foreign LLC
3. File Registration Documents with the Texas Secretary of State
4. Determine how you want your Texas Foreign LLC to be taxed
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1. Choose a name for your Texas Foreign LLC
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You can use the same name in Texas that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.
Your Texas Foreign LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Texas Foreign LLC name that you choose must be distinguishable from the name of any other registered Texas LLC or other
business entity and the name must also be different from any reserved names on record with the state of Texas.
Your Texas Foreign LLC name must not imply that it was formed for a purpose other than that stated in the
Articles of Organization for your Domestic LLC and your Texas Foreign LLC name must not be a name that is likely to mislead the public.
The name of a Texas Foreign LLC must include the word "Limited Liability Company" or
or the abbreviation "LLC" or "L.L.C.".
It's important to choose a good name for your Texas Foreign LLC because if you want to change it after you qualify you
will have to file amended documents with the Texas Secretary of State (and pay a fee).
We will check to make sure that your requested Texas Foreign LLC name is available and conforms to all state of Texas
Limited Liability Company naming regulations.
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2. Select an official address and a Registered Agent for your Texas Foreign LLC
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Every Texas Foreign LLC must have an address that is physically located in the state of Texas.
This address is "registered" with the Texas Secretary of State.
The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Texas to receive all correspondence on behalf of the Texas
Foreign LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many Texas Foreign LLCs hire a Registered Agent because they don't have a physical
address within the state of Texas or to provide a distinct level of privacy.
PCF provides LLC Registered Agent services in Texas as well as all other states and the District of Columbia.
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3. File Registration Documents with the Texas Secretary of State
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In order to Qualify as a Foreign LLC in Texas you must file Registration Documents with the Texas Secretary of State.
In Texas the registration documents are named "Application for Registration of a Foreign Limited Liability Company".
The registration documents must include certain specific information about your Texas business.
If the LLC Registration Documents do not conform exactly to state of Texas Foreign LLC requirements they will be rejected.
If you need to change any of the information on your registration documents after your Texas Foreign LLC has been approved,
you may amend the registration documents for your Texas Foreign LLC but you will have to pay a fee to the state of Texas in order to make the changes official.
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4. Determine how you want your Texas Foreign LLC to be taxed
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The Texas Corporate Income Tax Rate is %.
You may choose that your Texas Foreign LLC is to be taxed as a C Corporation or S Corporation.
A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.
C Corporations pay a Corporate income tax to the state if that state taxes Corporations.
You may choose to have your Texas Foreign LLC taxed as a S Corporation.
S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.
S Corporations do not pay any Texas Corporate Income Tax.
If you form a Single Member Texas Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Texas Foreign LLC
will be taxed as a Sole Proprietorship.
If you form a Multiple Member Texas Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Texas Foreign LLC
will be taxed as a Partnership.
If you choose to be taxed as an S Corporation, PCF can prepare the S Corporation election form for your Texas Foreign LLC and include it with
your final Foreign LLC documents.
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What do I have to do to after I Form a Texas Foreign LLC?
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4 things you have to do in after you Form a Texas Foreign Corporation
1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Texas Foreign LLC
3. Keep proper records of your Texas Foreign LLC on file
4. Pay your taxes to the state of Texas
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1. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Texas Foreign LLC doesn't take the place of obtaining a local business license, tax
registration certificate, or other required business permits.
A Texas Foreign LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Texas Foreign LLC within Texas you may need to get one or more local
business licenses or permits.
The business licenses or permits that are required for your Texas Foreign LLC vary depending on your business activities
and the specific locations within the state of Texas in which you want to conduct business.
If your Texas Foreign LLC will be selling products in Texas you may be required to obtain a Reseller's Permit from the appropriate
Texas state agency.
If your Texas Foreign LLC will be selling products in Texas you will also be responsible for all applicable local and state of Texas
sales taxes if there are any.
PCF has the expertise to find out exactly which state and local permits that you need for your specific business.
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2. File the required reports for your Texas Foreign LLC
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The Annual Report includes basic information about your Texas Foreign LLC including information on your Officers and Directors.
Failure to submit a properly completed Texas Annual Report to the Texas Secretary of State on or before the
due date may subject the Texas Foreign LLC to being administratively dissolved in the state of Texas or having its authority to
transact business in the state of Texas revoked by the Texas Secretary of State.
Penalties may accrue if you fail to file any Texas Foreign LLC Annual Report to the Texas Secretary of State by the due date.
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3. Keep proper records of your Texas Foreign LLC on file
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Keep the following records on file and available at the principal business office of your Texas Foreign LLC:
- Names and addresses of all Members and Managers of the Texas Foreign LLC
- Foreign LLC formation documents and any Amendments to them
- Texas Foreign LLC Operating Agreement and any Amendments to them
- Copies of any LLC Resolutions which have been adopted by the Texas Foreign LLC
- Copies of all tax returns and Annual Reports for the Texas Foreign LLC for the last 3 years
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4. Pay your taxes to the state of Texas
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Foreign LLCs that either do business in the state of Texas or that derive income from sources within the state of Texas are subject
to Texas and federal tax laws.
If you are engaged in intrastate business and derive income from other states besides Texas, you must allocate the amount of income derived
from the state of Texas in order to determine your Texas state taxes.
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What information do I need in order to Form a Foreign LLC in Texas? |
In order to Form a Foreign LLC in Texas you'll need certain specific information about your Company
including the Limited Liability Compamy name and address; and Registered Agent information.
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In order to Form a Foreign LLC in Texas you'll need the following information about your LLC:
- The name of your new Texas Foreign LLC along with your second choice of a name in case the name that you want is not available
- Physical addess of the Foreign LLC office in Texas (not a PO Box)
- A description of the nature of the business you are planning to operate with the Texas Foreign LLC
- When the Texas Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)
- Names and addresses of each Manager of the Texas Foreign LLC
- The Federal Employer Identification Number (FEIN) of the Texas Foreign LLC
Remember - ALL the information that you provide when you Form a Foreign LLC in Texas becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign LLC in Texas.
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How long does it take to Form a Foreign LLC in Texas? |
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Processing times for new Texas Foreign LLC applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Texas Foreign LLC applications takes the state around 5-7 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Overnight Delivery option can shave a couple of days off the total processing time for your new Texas Foreign LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE TEXAS SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Texas Secretary of State.
In our experience 5-7 business days is the time it usually takes the Texas Secretary of State to process
a new Texas Foreign LLC application.
We get your Texas Foreign LLC application to the TX Secretary of State ASAP.
Once it is at the state we have no control over the new Texas Foreign LLC application process.
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Are there any Expedited Processing Options for new TX Foreign LLCs?
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| For an additional $25 the Texas Secretary of State will guarantee processing your application for a new Texas LLC within one day. |
How much does it cost to Form a Foreign LLC in Texas? |
The state of Texas charges $767.00 to Form a Foreign LLC in TX.
If you choose PCF to help you Form your Foreign LLC in Texas our processing fees are $199.00.
This includes:
- Same day processing in of your new Texas Foreign LLC order
- TX Name Check and Reservation
- Prepare Application for Registration of a Foreign Limited Liability Company
- File Formation Documents with the Texas Secretary of State
- Certified Copies of Formation Documents
- Texas Foreign LLC Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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