Do I Have To Register My Business In Texas

Foreign or Out-of-State Entities

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

For data regarding state tax problems for out-of-state businesses profitable with recovery, please run into the Texas Comptroller of Public Accounts website.

Whether an entity is domestic or foreign does not depend on the location of the master business part. Instead, it depends on where the entity was formed and what law governs its internal affairs. If an organisation was formed nether, and the internal affairs are governed by, the laws of a jurisdiction other than Texas, the arrangement is a "strange entity." We sometimes refer to foreign entities as out-of-state entities to reinforce the concept that entities formed in other U.Due south. states are foreign entities, besides as entities formed exterior of the U.s..

Registration Requirements

Section 9.001 of the Texas Business organisation Organizations Code ("BOC") requires the post-obit types of foreign entities to file an application for registration with the Texas secretary of state if the entity is "transacting business organization" in Texas:

• corporations;
• limited partnerships;
• limited liability partnerships;
• limited liability companies;
• business trusts;
• existent estate investment trusts;
• cooperatives;
• public or private limited companies;
• any other foreign entity that, if formed in Texas, would be formed equally a corporation, limited partnership, limited liability company, professional clan, cooperative, or existent estate investment trust; and
• any other foreign entity that affords express liability nether the law of its jurisdiction of germination for any owner or fellow member.

Other laws or circumstances may also be reasons for registration.

• Section 201.102 of the Texas Finance Lawmaking requires an out-of-state fiscal establishment to register with the secretary of land before opening a branch or other office in Texas.
• It has been the practice of the Texas Department of Insurance to pass up a non-resident agency license for a foreign entity unless the entity has registered with the secretarial assistant of state. HB 2503, passed in the 2011 Legislative Session, removes this requirement constructive 09/01/2011.
• Some banks will not do business concern with an unregistered strange entity, despite that BOC § nine.251 states that maintaining a banking company account in this country is not, in and of itself, transacting business in Texas.

Annals Online

Proper name Requirements

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

• contains a recognized term of organisation for the entity type every bit listed in sections 5.054 to 5.059 of the BOC;
• does not incorporate whatever word or phrase that indicates or implies that the entity is engaged in a business that the entity is non authorized to pursue; and
• is available in Texas, that is, is distinguishable in the records of the secretary of state from the name of any existing domestic or foreign filing entity, or whatsoever proper name reservation or registration filed with the secretary of country.

View our name availability rules.

You may asking a preliminary proper noun availability determination by calling (512) 463-5555 or past email.

Registration Under a Fictitious Proper noun

If the entity'southward legal name does non run into the above requirements the entity must register in Texas under an assumed name (d/b/a). This special type of assumed name is often referred to as a fictitious name.

• A fictitious proper noun is a special type of assumed proper name because, different other assumed names, a fictitious proper noun must meet the to a higher place requirements.
• A foreign entity that registers to transact business nether a fictitious name is stating that the entity will transact business organisation in Texas nether that name. BOC § 9.004.
• A foreign entity registering nether a fictitious name must file assumed name certificates with the secretary of state (Form 503 (Word 125kb, PDF 74kb)) and the appropriate canton or counties.

Where to file assumed name certificates.

The name requirements for registration to transact business in Texas do not bear upon trademark or other intellectual property rights. A certificate of registration or causeless proper name document does not authorize apply of the proper noun in violation of another person's legal rights and does not, in and of itself, offer whatever trademark protection. See Trademark FAQs for more information.

Determining Whether to Register

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

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

Another helpful resource may be the comptroller's Texas Nexus Questionnaire (PDF), used by the comptroller to decide if a foreign entity is "doing business concern" in Texas for tax purposes.

• The threshold level of activeness required for a taxation nexus is mostly lower than the threshold level of action that requires registration with the secretary of state.
• Therefore, if the Texas Nexus Questionnaire results in a determination of "no nexus," the entity is probably not transacting business in Texas either.
• On the other hand, if the Texas Nexus Questionnaire results in a conclusion of "nexus," the entity should consider registration.
• Think that, for registration with the secretarial assistant of state, the Texas Nexus Questionnaire can be a useful tool, but does non give a definitive answer.

Don't forget that fifty-fifty if you make up one's mind that your entity is non transacting business in Texas under the BOC, you may need to register under other police force, such as the Insurance or Finance Codes.

No member of the secretary of land staff tin make up one's mind whether an entity is transacting concern in Texas or needs to file an application for registration. Determining whether to register is a business conclusion that may have tax consequences, raise legal issues, or touch licensing from another agency or land 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 concern in Texas;
• Civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when offset required; and
• Tardily filing fees owed to the secretary of state by an entity registering more than 90 days after first transacting business in Texas.

How Do I Calculate My Tardily Filing Fees?

Tardily filing fees are determined past multiplying the number of whole or partial calendar years that have passed since the appointment the entity initially transacted business organization 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-turn a profit corporation that has been transacting business in Texas since June 1, 2007 would owe $iii,000 in tardily filing fees if registering on Dec ane, 2010. The total fees due with the application for registration would therefore be $3,750.

(The post-obit entity types are not charged tardily fees for years prior to 2006: professional corporations, professional associations, business organisation trusts, real estate investment trusts, and other foreign entities non required to register under prior law.)

Try Our Late Fees Figurer! (XLS, 63kb)

Limitation of Late Fees

If your entity will exist assessed more than five years of late penalties, and you lot come across certain criteria, you may request that the secretary of state limit the fees you lot owe. The secretary of state volition cap the late fees at five years for an entity that (i) submits testify of an active right 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'southward office showing the entity has a status of "active right to transact business".
• The entity does not owe whatsoever other taxes, fees, or assessments that are administered past any other Texas state agency.
• The entity has non received a letter from the Office of the Secretarial assistant of State regarding the demand to submit an application for registration, or if information technology has received such a letter, it has responded to the secretarial assistant of state within 45 days.

The general policy of the secretary of country is that we do not waive belatedly fees for foreign entities, aside from the five year 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 exist sent by email, fax to 512-475-2781 or mail to P.O. Box 13697, Austin, TX 78711-3697, Attn: Corporations Attorneys.

Special Bug for Limited Liability Limited Partnerships (LLLPs)

A foreign express liability limited partnership transacting business in Texas must apply for two certificates of registration. An LLLP transacting business concern in Texas must annals equally both a express partnership and every bit a limited liability partnership.

• Class 306 (Word 167kb, PDF 126kb) – Limited Partnership Application for Registration
• Course 307 (Give-and-take 115kb, PDF 67kb) – Limited Liability Partnership Application for Registration

Other Issues for Strange Entities in Texas

Texas Taxes

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

Permits and Licenses

There is no general business concern license in Texas; however, depending upon the type of business organisation the entity engages in, additional licensing requirements from other Texas agencies might apply.

• Texas Section of Licensing and Regulation
• Discover Business Licenses & Permits (SBA.gov)
• Historically Underutilized Business Program
• Texas Regime Portal

Employer Bug

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

Ready to Register?

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

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Do I Have To Register My Business In Texas,

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

Posted by: schickranding.blogspot.com

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