Texas Certificate of Authority


What is a Texas certificate of authority?

Companies are required to register with the Texas Secretary of State before doing business in Texas. Businesses that are incorporated in another state will typically apply for a Texas certificate of authority. Doing so registers the business as a foreign entity and eliminates the need to incorporate a new entity.

Operating without a certificate of authority may result in penalties or fines. In addition to the state’s requirements, licensing agencies, banks, and vendors will often request a certificate of authority.

When do I need a certificate of authority?

The most common reasons for applying for a certificate of authority include:

  • Opening an office or physical location within the foreign state
  • Hiring an employee who resides within the state
  • Before beginning a contract or a job in a new state
  • A vendor or bank’s requirements
  • Licensing authority requirements

How do I get a Texas certificate of authority?

To obtain your Texas Certificate of Authority, you will submit an Application for Certificate of Authority, along with required certificates or certified copies from your home state. You will need to appoint a registered agent in order for your filing to be approved. Be sure to follow the state’s instructions carefully, as they can reject a document for the smallest error.

For Foreign Corporations:

Agency:Texas Secretary of State - Corporations Section
Form:

Form 301: For-Profit Corporation Application for Registration

Agency Fee:

$750

Law:

TX Bus Org Code § 9.001

Penalties:

Corporations that do business in Texas prior to foreign qualification may be subject to penalty fees of $750 for every year (or partial year) prior to foreign qualification. Penalties begin to accumulate after 90 days of doing business without registration.

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence required.

Fact Checked:1/28/19

For Foreign Limited Liability Companies:

Agency:Texas Secretary of State - Corporations Section
Form:

Form 304: Limited Liability Company Application for Registration

Agency Fee:

$750

Law:

TX Bus Org Code § 9.001

Penalties:

LLCs that do business in Texas prior to foreign qualification may be subject to penalty fees of $750 for every year (or partial year) prior to foreign qualification. Penalties begin to accumulate after 90 days of doing business without registration.

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence required.

Fact Checked:1/28/19

For Foreign Nonprofit Corporations:

Agency:Texas Secretary of State - Corporations Section
Form:

Form 302: Nonprofit Corporation Application for Registration

Agency Fee:

$25

Law:

TX Bus Org Code § 9.001

Penalties:

Nonprofits that do business in Texas prior to foreign qualification may be subject to penalty fees of $25 for every year (or partial year) prior to foreign qualification. Penalties begin to accumulate after 90 days of doing business without registration.

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence required.

Fact Checked:1/28/19

For Foreign Professional Corporations:

Agency:Texas Secretary of State - Corporations Section
Form:

Form 303: Professional Corporation Application for Registration

Agency Fee:

$750

Law:

TX Bus Org Code § 9.001

Penalties:

PCs that do business in Texas prior to foreign qualification may be subject to penalty fees of $750 for every year (or partial year) prior to foreign qualification. Penalties begin to accumulate after 90 days of doing business without registration.

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence required.

Fact Checked:1/28/19

For Foreign Limited Partnerships:

Agency:Texas Secretary of State - Corporations Section
Form:

Form 306: Limited Partnership Application for Registration

Agency Fee:

$750

Law:

TX Bus Org Code § 9.001

Penalties:

LPs that do business in Texas prior to foreign qualification may be subject to penalty fees of $750 for every year (or partial year) prior to foreign qualification. Penalties begin to accumulate after 90 days of doing business without registration.

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence required.

Fact Checked:1/28/19

For Foreign Limited Liability Partnerships:

Agency:Texas Secretary of State - Corporations Section
Form:

Form 307: Limited Liability Partnership Application for Registration

Agency Fee:

$200 per partner, maximum fee is $750.

Law:

TX Bus Org Code § 9.001

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence required.

Fact Checked:1/28/19

What do I need from my home state?

Texas does not require a certificate of good standing or certified copies for this filing.

What is a registered agent?

A registered agent receives service of process and government notices on behalf of your business. When you prepare your Texas Certificate of Authority application, you must list a registered agent with a physical address within the state (P.O. Boxes are not allowed).

Many businesses do not have an individual or physical address in a new state. Listing our local registered agent address on your certificate of authority application meets the state’s requirements. Additionally, you get same day document scanning from our local office in all 50 states and DC. Our registered agent service is a flat rate of $99 per year, and you can easily add our service to any certificate of authority order.


What is the contact information for the state?

Texas Secretary of State - Corporations Section
Corporations Section - Secretary of State, P.O. Box 13697
Austin, TX 78711
Phone: 512-475-2755
http://www.sos.state.tx.us/corp/index.shtml
Email: sosdirect@sos.state.tx.us

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