Does My Registered Agent Give Me Nexus

Strange or Out-of-Country Entities

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Observe: Businesses performing disaster- or emergency-related work: Certain out-of-state businesses who enter the state to perform disaster- or emergency-related work in this country during a disaster response period are exempt from the requirement to register as a foreign entity pursuant to Chapter 112 of the Business & Commerce Code. If your out-of-land business is exempt, yous may choose to file a notification statement with the secretary of land. Please see Form 3901 (PDF) for out-of-state businesses and Grade 3902 (PDF) for affiliates of in-state businesses. All exemptions under Chapter 112 of the Business organization & Commerce Code terminate at the end of the disaster response menstruation. The secretary of state cannot advise y'all regarding whether your business qualifies for an exemption under Chapter 112.

For information regarding land revenue enhancement issues for out-of-country businesses assisting with recovery, delight see the Texas Comptroller of Public Accounts website.

Whether an entity is domestic or foreign does not depend on the location of the master business organization office. Instead, information technology depends on where the entity was formed and what law governs its internal affairs. If an organization was formed under, and the internal diplomacy are governed by, the laws of a jurisdiction other than Texas, the organization is a "foreign entity." We sometimes refer to foreign entities every bit out-of-state entities to reinforce the concept that entities formed in other U.S. states are strange entities, too as entities formed outside of the United states of america.

Registration Requirements

Section 9.001 of the Texas Business Organizations Lawmaking ("BOC") requires the following types of foreign entities to file an application for registration with the Texas secretary of state if the entity is "transacting business" in Texas:

• corporations;
• express partnerships;
• limited liability partnerships;
• limited liability companies;
• business organisation trusts;
• real estate investment trusts;
• cooperatives;
• public or private limited companies;
• whatever other foreign entity that, if formed in Texas, would exist formed as a corporation, limited partnership, limited liability company, professional association, cooperative, or existent estate investment trust; and
• any other strange entity that affords limited liability nether the law of its jurisdiction of formation for whatever owner or member.

Other laws or circumstances may also be reasons for registration.

• Section 201.102 of the Texas Finance Code requires an out-of-state financial institution to register with the secretarial assistant of country before opening a branch or other function in Texas.
• It has been the practice of the Texas Section of Insurance to reject a not-resident agency license for a strange entity unless the entity has registered with the secretary of state. HB 2503, passed in the 2011 Legislative Session, removes this requirement effective 09/01/2011.
• Some banks will not do business organisation with an unregistered foreign entity, despite that BOC § 9.251 states that maintaining a bank account in this state is not, in and of itself, transacting business organisation in Texas.

Annals Online

Proper name Requirements

A foreign entity registering to transact business in Texas must register under a proper name that:

• contains a recognized term of organization for the entity type as listed in sections 5.054 to five.059 of the BOC;
• does not comprise any word or phrase that indicates or implies that the entity is engaged in a concern that the entity is not authorized to pursue; and
• is available in Texas, that is, is distinguishable in the records of the secretary of state from the proper name of whatsoever existing domestic or foreign filing entity, or any name reservation or registration filed with the secretary of country.

View our name availability rules.

You lot may request a preliminary name availability decision by calling (512) 463-5555 or past email.

Registration Under a Fictitious Name

If the entity'southward legal name does not come across the above requirements the entity must register in Texas under an assumed name (d/b/a). This special blazon of assumed name is often referred to as a fictitious proper name.

• A fictitious name is a special blazon of causeless name because, unlike other assumed names, a fictitious proper name must meet the higher up requirements.
• A foreign entity that registers to transact concern nether a fictitious name is stating that the entity will transact business in Texas nether that proper noun. BOC § nine.004.
• A foreign entity registering under a fictitious proper name must file assumed name certificates with the secretarial assistant of state (Form 503 (Discussion 125kb, PDF 74kb)) and the appropriate county or counties.

Where to file causeless name certificates.

The name requirements for registration to transact business in Texas do not affect trademark or other intellectual property rights. A certificate of registration or assumed proper name certificate does non qualify utilise of the name in violation of another person's legal rights and does not, in and of itself, offer any trademark protection. See Trademark FAQs for more data.

Determining Whether to Register

Texas statutes do not ascertain "transacting business." Helpful resources to determine whether an entity'due south activities in Texas require registration include:

• BOC § ix.251, which lists activities that are not considered transacting business organisation;
• Instance police force from Texas and other U.S. jurisdictions regarding foreign qualification;
• Texas Attorney General Opinions; and
• Private attorneys familiar with corporate law.

Another helpful resources may be the comptroller'due south Texas Nexus Questionnaire (PDF), used past the comptroller to determine if a foreign entity is "doing business" in Texas for revenue enhancement purposes.

• The threshold level of activity required for a tax nexus is generally lower than the threshold level of activity that requires registration with the secretarial assistant of state.
• Therefore, if the Texas Nexus Questionnaire results in a determination of "no nexus," the entity is probably non transacting business in Texas either.
• On the other mitt, if the Texas Nexus Questionnaire results in a determination of "nexus," the entity should consider registration.
• Retrieve that, for registration with the secretary of state, the Texas Nexus Questionnaire tin can be a useful tool, but does not requite a definitive answer.

Don't forget that even if you decide that your entity is not transacting business in Texas nether the BOC, you may demand to register nether other law, such as the Insurance or Finance Codes.

No member of the secretary of land staff tin can decide whether an entity is transacting business in Texas or needs to file an application for registration. Determining whether to register is a business decision that may have tax consequences, heighten legal bug, or impact licensing from another agency or country board.

Penalties for Not Registering

Failure to register can result in penalties, including:

• Inability to maintain an action, adjust, or proceeding in a Texas courtroom until registration;
• Injunction from transacting business in Texas;
• Ceremonious penalty equal to all fees and taxes that would have been imposed if the entity had registered when first required; and
• Tardily filing fees owed to the secretarial assistant of state by an entity registering more than xc days later beginning transacting business in Texas.

How Do I Calculate My Tardily Filing Fees?

Late filing fees are adamant by multiplying the number of whole or fractional agenda years that have passed since the date the entity initially transacted business in Texas times the registration fee.

• For nonprofit corporations and cooperative associations, the registration fee is $25.
• For all other entities, the registration fee is $750.
• Example: A for-profit corporation that has been transacting business in Texas since June 1, 2007 would owe $3,000 in late filing fees if registering on December 1, 2010. The full fees due with the application for registration would therefore be $3,750.

(The following entity types are not charged belatedly fees for years prior to 2006: professional corporations, professional associations, business trusts, real estate investment trusts, and other foreign entities non required to annals under prior police force.)

Attempt Our Tardily Fees Calculator! (XLS, 63kb)

Limitation of Late Fees

If your entity volition be assessed more 5 years of tardily penalties, and you lot meet sure criteria, you may asking that the secretary of state limit the fees you lot owe. The secretary of land volition cap the tardily fees at five years for an entity that (one) submits evidence of an active correct to transact business with the comptroller's office; and (2) certifies to the truth of the following statements:

• The entity has satisfied all of its franchise, sales, and other tax obligations with the Texas Comptroller of Public Accounts. Attach a screen print from the comptroller's function showing the entity has a status of "active right to transact business".
• The entity does not owe any other taxes, fees, or assessments that are administered by whatever other Texas state agency.
• The entity has non received a letter from the Role of the Secretary of Land regarding the need to submit an application for registration, or if it has received such a letter of the alphabet, it has responded to the secretary of state inside 45 days.

The general policy of the secretary of state is that we do not waive late fees for foreign entities, aside from the 5 twelvemonth fee cap, if applicable. If an entity believes it has unique circumstances and wishes to appeal the assessment of late fees, the appeal shall be in writing and may be sent by email, fax to 512-475-2781 or mail to P.O. Box 13697, Austin, TX 78711-3697, Attn: Corporations Attorneys.

Special Issues for Limited Liability Limited Partnerships (LLLPs)

A foreign limited liability limited partnership transacting business in Texas must apply for ii certificates of registration. An LLLP transacting business concern in Texas must register equally both a limited partnership and as a express liability partnership.

• Form 306 (Discussion 167kb, PDF 126kb) – Limited Partnership Application for Registration
• Form 307 (Word 115kb, PDF 67kb) – Limited Liability Partnership Application for Registration

Other Issues for Foreign Entities in Texas

Texas Taxes

• If an entity has failed to file franchise tax reports and/or pay franchise taxes, information technology is invited to contact the comptroller to determine if the entity qualifies to enter into a Voluntary Disclosure Agreement.
• Overview of Taxes Collected by the Texas Comptroller of Public Accounts
  • Sales Tax
  • Franchise Tax
• Unemployment Taxation Collected by the Texas Workforce Commission

Permits and Licenses

At that place is no general business concern license in Texas; however, depending upon the blazon of business organisation the entity engages in, boosted licensing requirements from other Texas agencies might apply.

• Texas Department of Licensing and Regulation
• Discover Business Licenses & Permits (SBA.gov)
• Historically Underutilized Business Plan
• Texas Government Portal

Employer Issues

• Texas Workforce Commission: Data on requirements when you have Texas employees.
• Texas Department of Insurance: Information near the Texas workers' compensation system.
• Texas Attorney Full general Employer Information Center: Information about employer new hire and termination reporting requirements.

Gear up to Register?

• Register Online
• Registration Forms (for submission by fax, mail service, or paw delivery)

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Does My Registered Agent Give Me Nexus,

Source: https://www.sos.state.tx.us/corp/foreign_outofstate.shtml

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