Can I Register S Corp In Other State

Foreign or Out-of-State Entities

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Detect: 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 annals as a strange entity pursuant to Chapter 112 of the Business & Commerce Code. If your out-of-state business is exempt, you may choose to file a notification argument with the secretarial assistant of state. Please see Form 3901 (PDF) for out-of-country businesses and Form 3902 (PDF) for affiliates of in-state businesses. All exemptions under Chapter 112 of the Business & Commerce Code finish at the terminate of the disaster response period. The secretarial assistant of state cannot advise you regarding whether your business concern qualifies for an exemption under Affiliate 112.

For information regarding state tax bug for out-of-state businesses assisting with recovery, please see the Texas Comptroller of Public Accounts website.

Whether an entity is domestic or strange does not depend on the location of the principal business role. Instead, it depends on where the entity was formed and what constabulary 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 organisation is a "foreign entity." We sometimes refer to strange entities as out-of-country entities to reinforce the concept that entities formed in other U.S. states are foreign entities, also every bit entities formed outside of the U.s.a..

Registration Requirements

Section 9.001 of the Texas Business organization Organizations Code ("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 organisation" in Texas:

corporations;
express partnerships;
limited liability partnerships;
limited liability companies;
business trusts;
real manor investment trusts;
cooperatives;
public or private limited companies;
any other foreign entity that, if formed in Texas, would be formed as a corporation, limited partnership, express liability visitor, professional person association, cooperative, or real estate investment trust; and
whatever other foreign entity that affords limited liability under the law of its jurisdiction of germination for any owner or fellow member.

Other laws or circumstances may besides be reasons for registration.

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

Proper noun Requirements

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

contains a recognized term of organization for the entity type every bit listed in sections 5.054 to 5.059 of the BOC;
does not contain any word or phrase that indicates or implies that the entity is engaged in a concern 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 noun reservation or registration filed with the secretary of state.

View our name availability rules.

Y'all may request a preliminary name availability determination by calling (512) 463-5555 or by email.

Registration Under a Fictitious Name

If the entity's legal name does not encounter the higher up requirements the entity must annals in Texas under an assumed name (d/b/a). This special blazon of assumed name is ofttimes referred to equally a fictitious proper noun.

A fictitious name is a special type of assumed name because, different other assumed names, a fictitious proper name must come across the in a higher place requirements.
A foreign entity that registers to transact business under a fictitious name is stating that the entity will transact business in Texas under that proper noun. BOC § 9.004.
A foreign entity registering under a fictitious name must file assumed name certificates with the secretarial assistant of country (Form 503 (Word 125kb, PDF 74kb)) and the appropriate county or counties.

Where to file assumed proper noun certificates.

The proper noun requirements for registration to transact business in Texas practise not bear on trademark or other intellectual property rights. A certificate of registration or causeless proper name certificate does not authorize utilize of the name in violation of another person's legal rights and does not, in and of itself, offer any trademark protection. Come across Trademark FAQs for more information.

Determining Whether to Annals

Texas statutes practise non define "transacting business." Helpful resources to determine whether an entity's activities in Texas crave registration include:

BOC § nine.251, which lists activities that are not considered transacting business;
Case police from Texas and other U.S. jurisdictions regarding strange qualification;
Texas Attorney General Opinions; and
Private attorneys familiar with corporate police.

Some other helpful resource may be the comptroller's Texas Nexus Questionnaire (PDF), used past the comptroller to determine if a foreign entity is "doing business" in Texas for tax purposes.

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

Don't forget that even if you determine that your entity is not transacting business in Texas under the BOC, you may need to register under other police force, such every bit the Insurance or Finance Codes.

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

Penalties for Non Registering

Failure to register can result in penalties, including:

Disability to maintain an action, suit, or proceeding in a Texas courtroom until registration;
Injunction from transacting business in Texas;
Civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when first required; and
Late filing fees owed to the secretarial assistant of state by an entity registering more than 90 days after first transacting business in Texas.

How Practice I Summate My Late Filing Fees?

Late filing fees are adamant by multiplying the number of whole or partial calendar 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.
Case: 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 total fees due with the awarding for registration would therefore exist $iii,750.

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

Try Our Belatedly Fees Reckoner! (XLS, 63kb)

Limitation of Late Fees

If your entity will be assessed more than than 5 years of late penalties, and you encounter certain criteria, yous may request that the secretarial assistant of state limit the fees yous owe. The secretary of state will cap the tardily fees at five years for an entity that (1) submits evidence of an active correct to transact business with the comptroller's part; and (2) certifies to the truth of the post-obit statements:

The entity has satisfied all of its franchise, sales, and other tax obligations with the Texas Comptroller of Public Accounts. Adhere a screen print from the comptroller's office showing the entity has a status of "active correct to transact business organisation".
The entity does non owe any other taxes, fees, or assessments that are administered by 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 awarding for registration, or if it has received such a letter, information technology has responded to the secretary of land within 45 days.

The full general policy of the secretarial assistant of state is that we do not waive late fees for foreign entities, aside from the five twelvemonth fee cap, if applicable. If an entity believes information technology has unique circumstances and wishes to appeal the cess of belatedly 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 Issues for Limited Liability Limited Partnerships (LLLPs)

A foreign express liability limited partnership transacting business in Texas must utilise for 2 certificates of registration. An LLLP transacting concern in Texas must annals as both a limited partnership and as a limited liability partnership.

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

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