How To Obtain a Certificate of Authority in Texas — A Complete Guide

If you want to set up your business in Texas and have it registered in another state, you must foreign qualify your entity with the Texas secretary of state. For that, you need to apply for a certificate of authority—a mandatory document that will allow you to work with vendors and banks, and obtain the necessary licenses and permits.

This guide outlines the complete process of obtaining your certificate of authority in Texas. We'll also show you how Harbor Compliance simplifies the process of expanding your intra-state business into Texas.

When To Apply for a Certificate of Authority in Texas

A foreign entity must get a Texas certificate of authority if it transacts business in the state. According to the Business Organization Code (BOC), 16 activities do not qualify as "doing business" in Texas, some of which include:

• Maintaining a bank account
• Maintaining or defending an action or suit
• Effecting a sale through an independent contractor
• Holding a meeting of the entity's members
• Transacting business in interstate commerce

Please note that Texas statutes do not specifically define "transacting business," and the secretary of state cannot advise whether a particular foreign entity is "transacting business" in Texas. It's always recommended to consult a legal counsel or delegate the filing process to a reliable service provider.

How To Apply for a Certificate of Authority in Texas

To officially register your foreign entity and obtain a certificate of authority to do business in Texas, you must meet the prerequisites and gather all the required documents. The Texas secretary of state issues application forms for different entity types—foreign corporations, LLCs, LPs, and even nonprofit organizations.

Here's what the step-by-step application process looks like:

1. Appoint a registered agent based in Texas
2. Register a valid business name with the secretary of state
3. Gather important business details
4. Fill out the registration form

Appoint a Registered Agent Based in Texas

An important step toward registering as a foreign entity in Texas is appointing a registered agent that receives legal documents on your behalf. You'll need a registered agent with an actual street address in Texas, even if you already have a registered agent in your home state.

Register a Valid Business Name With the Secretary of State

You must register under a name that adheres to the naming standards set by the BOC and is available for use in Texas. This means that the name should be distinguishable in the records of the secretary of state from any existing domestic or foreign filing entity's name or any filed name reservations.

Always check a name's availability and, once finalized, file Form 502 to register the entity name. If your entity's legal name doesn't meet the naming standards, you can register under a fictitious name by filing Form 503.

Gather Important Business Details

Once you settle on the name, you'll need the following details about your business to proceed with the registration:

• Business email address
• Employer Identification Number (EIN)
• Your foreign entity's jurisdiction of formation and the date of its formation
• Certification of existence
• Statement of purpose
• The starting date of the foreign entity
• Principal office address
• Name and addresses of the governing persons

Fill Out the Registration Form

After you've gathered all the required information and documents, it's time to fill out the application form. Follow the steps below to register your foreign entity with the secretary of state in Texas:

1. Download the application form based on the type of your entity:
   1. Foreign corporations—Form 301
   2. Foreign nonprofit corporations—Form 302
   3. Foreign PCs—Form 303
   4. Foreign LLCs—Form 304
   5. Foreign LPs—Form 306
   6. Foreign LLPs—Form 307
2. Fill out your business details.
3. Pay a registration fee of $750 for for-profit businesses and $25 for nonprofit corporations. The registration fee for LLPs is $200 per partner, with a maximum fee of $750.
4. Submit the application via fax, mail, or hand delivery. You can also file online at the Texas SOSDirect website.

Choose Harbor Compliance for Error-Free Foreign Qualification

Expanding a business into another state can be a smart but often complex move for a company.

There's a significant amount of paperwork involved, including certificates of good standing, formation documents, and registered agent information, each with its own nuanced requirements and deadlines. Additionally, there are other mandatory requirements, such as franchise tax reporting and business licensing, which can be difficult to navigate.

Also, even the slightest error in your filing could lead to rejection from the secretary of state, further delaying the registration process.

This is where Harbor Compliance steps in! We offer personalized support with a team of compliance specialists familiar with Texas's regulatory landscape. Our Foreign Qualification Service streamlines the process of obtaining a certificate of authority and helps you expand your business in new states. You can leave it to us to obtain the certificate or certified copies from the state and submit your application on your behalf, allowing you to focus on running your business.

Order Our Foreign Qualification Service

Getting started with our Foreign Qualification Service is straightforward—all you have to do is follow these steps:

1. Visit the Foreign Qualification page.
2. Click Order Online.
3. Provide information about your business.
4. Review the details and submit your order.

After completing the steps, our team will proceed with the filing. Once your foreign entity is registered with the state, we'll send you copies of the filings and your approved certificate of authority.

Additional Solutions by Harbor Compliance

Our Foreign Qualification Service is not the only solution we offer. Harbor Compliance provides a full suite of services to help you meet all your state's legal and regulatory requirements. Check out the table below for a complete list:

Category	Services
Business licensing support	We help file for general business and industry-specific licenses, such as those for construction, engineering, and architecture.
Document filing and retrieval	Order our Drop-off Filing service for quick, error-free document submission. We can also obtain certificates of good standing and certified copies for you.
Nonprofit support	We can assist with filing for 501(c) tax exemption.
Tax registration	We can help you set up your payroll tax accounts, obtain your EIN, and manage your sales and use tax registrations.
BOI reporting	Outsource filing BOI reports directly to FinCEN to us, and enjoy peace of mind.
Registered Agent Service	We offer a Registered Agent Service, allowing you to appoint and change your registered agent. With our nationwide coverage, you can appoint us as your registered agent and rest assured that your legal notices will be accepted and forwarded.
Entity lifecycle management	We offer filing services for incorporation, LLC formation, amendment, and name reservation, and we can assist with dissolution and withdrawal. We also offer publications and reinstatement support.

Turn to Harbor Compliance To Register Your Foreign Entity in Texas

Keeping up with Texas' foreign qualification laws doesn't have to drain your time and resources. Allow Harbor Compliance to handle the complexities so you can expand into any state smoothly.

With our Foreign Qualification Service, you'll get all the documentation you need to launch in a new state, while our Software Suite keeps you in good standing in both your home state and new locations. Schedule a demo today to see how our platform makes regulatory compliance seamless.

Need a quick compliance check? Try our Harbor Compliance Score™ for an overview of your entity's standing, and contact us for tailored guidance.

Want to learn the regulatory requirements for foreign qualification across U.S. states? Head to our Information Center, or check the table below for more:

For Foreign Corporations:

Agency:	Texas Secretary of State - Corporations Section
Form:	Form 301: For-Profit Corporation Application for Registration
Filing Method:	Mail or online.
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 not required.

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 not required.

For Foreign Nonprofit Corporations:

Agency:	Texas Secretary of State - Corporations Section
Form:	Form 302: Nonprofit Corporation Application for Registration
Filing Method:	Mail or online.
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 not required.

For Foreign Professional Corporations:

Agency:	Texas Secretary of State - Corporations Section
Form:	Form 303: Professional Corporation Application for Registration
Filing Method:	Mail or online.
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 not required.

For Foreign Limited Partnerships:

Agency:	Texas Secretary of State - Corporations Section
Form:	Form 306: Limited Partnership Application for Registration
Filing Method:	Mail or online.
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 not required.

For Foreign Limited Liability Partnerships:

Agency:	Texas Secretary of State - Corporations Section
Form:	Form 307: Limited Liability Partnership Application for Registration
Filing Method:	Mail or online.
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 not required.

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 the contact information for the state?

Texas Secretary of State - Corporations Section

Mailing Address:
Corporations Section - Secretary of State, P.O. Box 13697
Austin, TX 78711

Phone: (512) 463-5555

Website: http://www.sos.state.tx.us/corp/index.shtml
Name Search: https://www.sos.state.tx.us/corp/sosda/index.shtml
Forms: http://www.sos.state.tx.us/corp/forms_boc.shtml
Online Filing: http://www.sos.state.tx.us/corp/sosda/index.shtml
Email: sosdirect@sos.state.tx.us