Texas Certificate of Authority
A Texas certificate of authority lets an out-of-state LLC register to transact business in Texas. The company keeps its original formation state, but it registers with the Texas Secretary of State before operating as a foreign LLC in Texas.
For a foreign LLC, the Texas filing is Form 304, Limited Liability Company Application for Registration. The filing fee is $750, and the form can be filed online through SOSDirect.
What a Certificate of Authority Does
A certificate of authority is the state registration that gives a foreign LLC authority to transact business in Texas. It is not the same filing as forming a new Texas LLC.
The practical distinction matters. A domestic Texas LLC is created by filing a Certificate of Formation. A foreign LLC already exists somewhere else, then files an application for registration so it can operate in Texas under that existing company.
This can matter when the company opens a Texas office, hires Texas workers, signs Texas contracts, seeks Texas licensing, or otherwise starts doing business in the state. The registration gives the Texas Secretary of State a record of the foreign company and the registered agent who can receive official notices in Texas.
When a Foreign LLC Should Check Registration
The question is whether the company is transacting business in Texas. Registration questions commonly come up around physical presence, employees, stores, offices, warehouses, sales representatives, state contracts, vendors, banks, and licensing authorities.
Do not treat the filing as an afterthought. If the company is already operating in Texas, the timing can affect cost. Texas lists a late filing fee when an entity transacted business in Texas for more than 90 days without registering. The late filing fee is equal to the registration fee for each year of late registration.
If the company is still planning its Texas activity, handle the registration question before the office opens, the contract starts, or the licensing request lands.
Texas Form 304 and the State Filing Fee
Texas uses Form 304 for a foreign LLC application for registration. The form name is Limited Liability Company Application for Registration.
The Texas Secretary of State lists the filing fee for Form 304 as $750. The form can be filed online through SOSDirect.
Before filing, confirm the company's exact legal name, formation jurisdiction, principal office information, Texas registered agent, Texas registered office, and authorized signer information. If the foreign LLC's legal name creates a Texas name issue, resolve the name question before submitting the registration.
Registered Agent and Registered Office
Every domestic or foreign filing entity in Texas must maintain a registered agent and registered office in Texas.
The registered office must be a physical Texas address where the registered agent can receive service of process and official notices during business hours. It cannot be only a P.O. box unless the commercial mail or message service is itself serving as the registered agent.
Texas LLC Attorney uses a staffed Houston address for registered agent work: 1800 St. James Place, Houston.
Certificate of Authority vs. Forming a New Texas LLC
Foreign registration and domestic formation solve different problems.
Use foreign registration when the same out-of-state LLC needs authority to transact business in Texas. Use a new Texas LLC when the business needs a separate Texas entity with its own formation record, ownership structure, operating agreement, and tax setup.
The choice should be made before filing. A rushed decision can create duplicate entities, confused banking records, and later cleanup filings.
What Happens if You Do Not Register?
Skipping registration can turn a straightforward filing into a late registration problem. Texas has a specific late-fee rule for foreign registration: if the entity transacted business in Texas for more than 90 days without registering, the late filing fee applies and is equal to the registration fee for each year of late registration.
For Form 304, that makes the timing material. The regular filing fee is already $750. Waiting until after Texas activity starts can make the registration more expensive.
Foreign registration also connects to the company's ongoing Texas compliance. A foreign LLC with nexus in Texas should track the Texas Comptroller's franchise tax and Public Information Report calendar. The annual franchise tax report is due May 15, and the Public Information Report is due on the same date.
After the Filing Is Accepted
After the foreign registration is accepted, keep the approved filing with the company's permanent records. Banks, vendors, licensing offices, and counterparties may ask for proof that the foreign LLC is registered to do business in Texas.
Keep the registered agent record current. If the agent or registered office changes later, handle the Texas filing instead of letting the public record go stale.
Also separate the state registration from the rest of the operating setup. A certificate of authority does not replace tax registration, business licenses, internal approvals, banking documentation, or contracts.