Form 303 – Application for Registration of a Foreign Professional Corporation

Jurisdiction: Country: United States | Province or State: Texas

What is a Form 303 – Application for Registration of a Foreign Professional Corporation?

Form 303 is the state’s application to register a foreign professional corporation to do business in Texas. “Foreign” means your corporation was formed in another state or country. “Professional” means you render services that require a state license. Think law, medicine, dentistry, architecture, engineering, accounting, and similar fields.

You use this filing to get legal authority to practice your profession in Texas. It creates a formal record that your corporation meets Texas ownership and practice rules for professional entities. It also places your entity on file with the state. Once accepted, you can open offices, hire staff, sign leases, and serve clients in Texas.

Who typically uses this form?

Owners and managers of out-of-state professional corporations. That often includes lawyers operating as a P.C., medical groups, dental groups, veterinary practices, therapy practices, design firms, and CPA corporations. It also includes multi-state firms that want a Texas presence under a single brand.

You need this form when you will provide professional services in Texas under your corporate umbrella. If you will open a Texas office, hire Texas-based professionals, or serve Texas clients on a regular basis, you need to register. If a client, landlord, or bank asks for proof of Texas registration, this is the filing they expect to see.

Common usage scenarios

You run a law firm, P.C., formed in another state, and want to add a Houston office. You own a dental P.C. and plan to acquire a Dallas practice. You manage a CPA P.C. with remote staff, now moving to Austin. You lead an architecture P.C. that just won a Texas project and needs to stamp plans. In each case, you must register the corporation before doing the work.

This filing is not for LLCs or partnerships. Texas uses different forms for those entities. It is also not a substitute for individual professional licenses. Your firm’s registration and your team’s Texas licenses serve different roles. You need both before you render services in Texas.

When Would You Use a Form 303 – Application for Registration of a Foreign Professional Corporation?

You use this form when your out-of-state professional corporation will “transact business” in Texas. That phrase covers more than an office location. It includes regular, repeated, or substantial professional activity in the state.

Here are practical examples. Your medical P.C. signs a physician to see patients in San Antonio. Your engineering P.C. is taking a long-term project in Dallas and will seal plans. Your law firm P.C. hires a Texas-licensed partner to lead a local team. Your CPA P.C. adds a Texas client base and assigns Texas-based staff. Your therapy P.C. provides care to Texas patients through clinicians located in Texas. In each case, your firm crosses from occasional work to an in-state presence. Registration should occur before the activity begins.

Even without a Texas office, you may still trigger registration. Hiring Texas employees or professionals. Signing a long-term Texas lease, opening a clinic, or holding property does so. Regular client meetings in Texas can be done. Many contracts require Texas registration before execution. Lenders and landlords often put that condition in their checklists.

You may not need registration for isolated or short-term activity. One trip for a pitch or conference usually does not. But once work becomes ongoing, you should register. The safer choice is to file early if you have any doubt.

Registration also helps with routine operations. Banks often ask for a Texas filing when you open local accounts. Malpractice insurers often ask for proof of registration. Government payors and facility credentials do as well. If you plan to bill, lease, insure, or credential in Texas, you will need this filing.

Finally, consider your brand plan. If you want to market and hold out as a Texas provider, register. It signals compliance and reduces friction with clients and partners.

Legal Characteristics of the Form 303 – Application for Registration of a Foreign Professional Corporation

This filing is a statutory registration. It is legally binding once the state accepts it. Acceptance results in a certificate that authorizes your corporation to transact business in Texas as a professional corporation.

Enforceability rests on accurate disclosures and required attachments. You submit your corporation’s true legal name, home jurisdiction, date of formation, and principal office. You appoint a Texas registered agent and registered office. You limit the Texas purpose to your licensed professional services. You confirm your firm will comply with Texas professional ownership and practice rules. You attach a recent certificate of existence from your home jurisdiction. The state reviews these items for compliance.

After acceptance, your corporation has the authority to operate in Texas within the scope stated. You can sign contracts and maintain lawsuits in Texas courts. You will also take on ongoing obligations. Those include keeping your registered agent current and making required periodic filings. You must also meet Texas tax and licensing rules that apply to your profession and entity.

Professional rules add important limits. Only individuals and entities allowed by Texas law may own or control a professional corporation. People who render professional services in Texas must hold the proper Texas license. Your corporation cannot offer services beyond the authorized professional scope. Your firm name must include a professional designator and comply with naming rules. Many professions also have extra naming and advertising limits.

A professional corporation offers limited liability for business debts. It does not shield a professional from personal liability for their own malpractice. You should maintain appropriate professional liability insurance. Some professions also require proof of financial responsibility. Plan for that when building your Texas practice.

If you do not register but do business in Texas, you face risks. You may face penalties. You may not be able to maintain a lawsuit until you cure the failure. Your contracts remain valid, but your leverage drops. Registration avoids those issues.

In short, the filing grants authority and imposes duties. It does not replace licensing. It does not expand your professional scope. It sits alongside your home-state status and your Texas licenses.

How to Fill Out a Form 303 – Application for Registration of a Foreign Professional Corporation

Follow these steps to complete Form 303 correctly the first time.

1) Confirm you have the right entity type

• Verify your entity is a corporation that provides professional services.
• Confirm your home-state filings show a professional designation, such as “Professional Corporation” or “P.C.”
• If your entity is an LLC, LLP, or PLLC, use the proper foreign registration form for that entity instead.

2) Check Texas name eligibility

• Identify your corporation’s exact legal name in its home jurisdiction.
• Confirm the name includes a required professional designator. Use “Professional Corporation,” “Professional Corp.,” or “P.C.,” as allowed.
• If your exact name is not available in Texas, adopt an assumed name for Texas use. You will need to disclose the assumed name in the application. Be prepared to file any required assumed name documentation.

3) Gather core entity details

• Home jurisdiction (state or country of formation).
• Original formation date.
• Period of duration (perpetual or a set term).
• Principal office street address. Use a physical address, not a P.O. Box.
• Business mailing address, if the form requests one and it differs from the principal office.

4) Appoint your Texas registered agent and registered office

• Name a Texas registered agent. This can be an individual Texas resident or a qualified organization.
• Provide the registered office street address in Texas. A P.O. Box alone is not allowed.
• Ensure the agent has consented to serve. Keep written consent in your files.
• Confirm the registered office is open during normal business hours to receive legal papers.

5) Define your professional purpose

• State the exact professional services you will render in Texas.
• Use plain language that matches your license. For example: “The corporation will render legal services.”
• If your profession allows closely related services, list them. Only include services that Texas allows your professional corporation to render.
• Add the standard limitation: The corporation will provide only the stated professional services in Texas.

6) Confirm professional ownership and practice compliance

• State that the corporation’s owners, officers, directors, and other persons who render professional services in Texas will hold the required Texas licenses.
• If your profession allows specific cross-ownership or multi-disciplinary practice, confirm compliance with those rules.
• If your profession requires pre-approval of the entity name or structure, obtain it before filing. Attach any required approvals if the form specifies an attachment.

7) Identify management, if requested

• If the form asks for directors and officers, list their names and business addresses.
• Confirm that those who will render services in Texas hold active Texas licenses.
• If the form does not request this detail, keep your records updated anyway. You may need to provide them during licensing or credentialing.

8) Attach a recent certificate of existence

• Request a certificate of existence (or good standing) from your home jurisdiction.
• Ensure the certificate is recent. It must be dated within the stated time window. Use a current document to avoid rejection.
• Include the original or a certified copy, as the form specifies.

9) Address name conflicts or variations

• If your legal name is not available in Texas, provide the assumed name you will use in Texas.
• If your legal name lacks a required professional designator, adopt one for Texas use. You can preserve your legal name while using a compliant style in Texas.
• Complete any additional name filings the application requires. Keep copies for your records.

10) Complete any profession-specific statements

• Some professions require special statements in the application. For example, medicine, law, accounting, or engineering may have unique disclosures.
• Provide the required statement in the space provided. If extra space is needed, use an attachment labeled with the relevant item number.
• Keep copies of any licenses or approvals you reference. You may need to present them later.

11) Review the legal effects and acknowledgments

• Read the compliance acknowledgments. You confirm your authority to sign and the truth of the information.
• You acknowledge that changes, such as a new registered agent or a name change, require prompt amendment filings.
• You also acknowledge ongoing obligations. For example, maintaining a Texas registered agent and keeping professional licenses current.

12) Sign the application

• An authorized officer of the corporation signs. Include printed name and title.
• Date the application.
• If the form allows an electronic signature, follow the signing format carefully.
• Do not leave the signature block blank. Unsigned applications get rejected.

13) Calculate and arrange payment

• Prepare the state filing fee.
• Confirm the accepted payment methods for your chosen submission method.
• If you file online, you will provide payment during the submission process. If you mail, include a check that meets the form’s instructions.

14) Prepare the filing package

• Include the completed Form 303.
• Attach the certificate of existence from your home jurisdiction.
• Attach any name approvals, professional approvals, or addenda the form requires.
• If you used attachments, label each with the related item number.

15) Submit the filing

• File online or by mail, as allowed. Online filing usually speeds review.
• If you file by mail, use a trackable method. Keep proof of delivery.
• Retain a full copy of what you submit, including payment proof.

16) Monitor and respond

• Watch for acceptance or a notice of deficiency.
• If you receive a rejection, fix the stated issues and resubmit. Common issues include name conflicts, missing agent consent, or a stale certificate of existence.
• Once accepted, save your certificate of registration. Vendors and credentialing teams will request it.

17) Set your compliance calendar

• Track deadlines for any required periodic Texas filings and tax obligations.
• Update your registered agent and office if they change.
• Amend your registration if your corporate name, home jurisdiction, or professional purpose changes.
• Maintain individual Texas licenses for all professionals who render services in Texas.

Practical tips that help you avoid delays

• Use exact legal names. Match your home-state records.
• Keep sentences in your purpose simple. Avoid marketing language.
• Do not rely on a P.O. Box for the registered office. Use a physical Texas address.
• Order the certificate of existence last. That keeps the date fresh when you file.
• Confirm your professional designator appears in your Texas name. “P.C.” is often the most concise option.
• If your corporation recently merged or converted, include documents that show continuity. That helps the reviewer connect your records.

Example walk-through

• You manage “ABC Dental P.C.,” formed in another state. You will acquire a practice in Austin. You confirm that “ABC Dental P.C.” with the “P.C.” designator is available in Texas. You collect your principal office address and the original formation date. You appoint a Texas registered agent and provide a physical Austin address for the registered office. You state your purpose: “The corporation will render dental services.” You add the compliance statement that only licensed dentists will render services in Texas. You attach a certificate of existence dated last week. You sign as President. You pay the state fee. You submit the package. It is accepted. You then use the certificate of registration to complete your lease and insurance.

Another example

• You lead a multi-state architecture P.C. Your exact name is taken in Texas. You adopt “XYZ Architecture P.C.” as your Texas assumed name. You disclose the assumed name in the application. You state: “The corporation will render architectural services.” You confirm all architects who sign and seal plans in Texas will hold active Texas licenses. You attach your home-state certificate of existence. You sign and file. Once accepted, you stamp plans using the Texas name.

The process is straightforward when you plan each step. Confirm the name. Appoint the agent. State the professional purpose. Attach proof of existence. Sign and pay. Then keep your compliance current.

Legal Terms You Might Encounter

• A “foreign professional corporation” is a professional corporation formed outside Texas that wants to do business in Texas. Form 303 registers that out‑of‑state professional corporation with the Texas Secretary of State so you can lawfully offer your licensed services in Texas.
• A “professional corporation” is a corporation set up to provide services that require a professional license. Think legal, medical, dental, architectural, or similar licensed work. On Form 303, you identify your profession so Texas knows the license rules that apply to your firm.
• “Professional services” are the licensed services your corporation will provide in Texas. You must describe those services clearly on the form. Keep it specific to the profession authorized by your home jurisdiction and Texas law.
• Your “home jurisdiction” is the state or country where your corporation was originally formed. Form 303 asks for this, and Texas relies on it to match your records and confirm your corporation exists and is active before allowing registration.
• A “certificate of existence” (often called a certificate of good standing) is an official document from your home jurisdiction. It shows your corporation still exists and is in good standing there. You attach a recent certificate to Form 303 so Texas can trust your status is current.
• A “registered agent” is the person or company authorized to receive legal papers for your corporation in Texas. You must list a Texas-registered agent on Form 303. The agent should consent to the appointment and be available during normal business hours.
• The “registered office” is the Texas street address where your registered agent receives service of process. It must be a physical address. A P.O. Box alone will not work. Form 303 requires this address and will reject submissions that don’t meet the rule.
• An “assumed name” is a name you use in Texas if your true corporate name is unavailable or doesn’t meet Texas naming rules for professional corporations. If you adopt an assumed name, make sure it fits professional naming standards. The name you list on Form 303 must match your intended Texas use.
• The “purpose clause” states the specific professional services your corporation will provide in Texas. Texas expects a clear, profession‑specific purpose on Form 303. Avoid vague or catch‑all descriptions that suggest unlicensed activities.
• An “effective date” is the date your Texas registration becomes active. You can select an immediate effective date or a delayed date. Form 303 lets you choose a future effective date if you want to time launch, insurance, or staffing.
• “Directors and officers” are the people who manage the corporation. Many professions require that directors and governing persons be licensed in the same profession. Form 303 collects basic governance details so Texas can assess compliance with professional ownership and control rules.
• “Share ownership restrictions” are limits on who can own shares of a professional corporation. Many professions restrict ownership to licensed professionals. Your Form 303 should reflect ownership aligned with those rules, and your internal records should match.
• “Franchise tax and reporting” refers to ongoing state tax and reporting obligations after you register. Form 303 starts your authority to transact business in Texas; it does not complete your tax setup. You should plan for ongoing filings after approval.

FAQs

Do you need to register with Texas if you only consult remotely?

Yes. If you offer professional services to Texas clients, you generally need a Texas authority. Form 303 provides the authority for a foreign professional corporation.

Do you need a certificate of existence with Form 303?

Yes. You should attach a recent certificate from your home jurisdiction. If it’s outdated or missing, the filing can be rejected.

Can you keep your home‑state corporate name in Texas?

Often, yes, if it meets Texas naming rules for professional corporations. If the name is unavailable or noncompliant, you can adopt an assumed name for Texas. Make sure the chosen name reflects your profession.

Do you need a Texas‑licensed professional before filing?

You should ensure your owners and managers meet Texas professional rules for your field. Many professions require Texas licenses for owners, directors, and those who practice. Confirm each individual license before offering services.

Can you register multiple professions on one Form 303?

Usually no. Professional corporations typically provide one profession, with limited allied services. Keep your purpose focused on the licensed profession you will perform in Texas. If you offer multiple professions, you may need separate entities.

Does the registered agent need to sign the form?

You need the agent’s consent. Some filers include a signed consent, while others keep it on file. Either way, the agent must agree and maintain a Texas physical address.

Can you request a delayed effective date?

Yes. You can choose a future effective date on Form 303. This helps align licensing, insurance, staffing, or launch plans.

How do you update Form 303 information after approval?

File an amendment to your Texas registration if key items change. Examples include your name, purpose, or registered agent. Update promptly to avoid service or compliance issues.

Checklist: Before, During, and After the Form 303 – Application for Registration of a Foreign Professional Corporation

Before signing

• Confirm your profession is eligible for a professional corporation in Texas.
• Verify that proposed owners, directors, and officers meet professional licensing rules.
• Secure a recent certificate of existence from your home jurisdiction.
• Decide on your Texas name. Check availability and compliance with professional naming rules.
• If needed, choose an assumed name that fits your profession.
• Appoint a Texas-registered agent and confirm consent.
• Identify a Texas registered office with a physical street address.
• Gather your principal office address and contact details.
• Prepare a precise purpose description limited to your professional services.
• Confirm share ownership and authority align with professional restrictions.
• Collect names and addresses of directors and officers.
• Plan for a delayed effective date if you want one.
• Set internal resolutions authorizing Texas registration.

During signing

• Verify your exact legal name matches your home‑state certificate.
• If using an assumed name, ensure it appears consistently on the form.
• Confirm the home jurisdiction and date of formation are correct.
• Check the registered agent’s name and Texas street address for accuracy.
• Review the purpose clause for clear, profession‑specific language.
• Ensure that the owners, directors, and officers listed meet licensing rules.
• Attach the recent certificate of existence. Confirm the date is current.
• Select an immediate or delayed effective date and fill in any future date.
• Confirm the authorized signer has authority to bind the corporation.
• Re‑read each section for typos and inconsistent information.

After signing

• File the form with the Texas Secretary of State and pay the fee.
• Request a file‑stamped copy and, if needed, certified copies.
• Distribute the stamped copy to leadership, compliance, and accounting.
• Set up your Texas tax accounts and calendar franchise tax deadlines.
• If your profession requires firm‑level registration or permits, complete those.
• Update letterhead, website, and engagement materials with your Texas name.
• Train staff on Texas professional practice and advertising rules.
• Record the registration in your corporate minute book.
• Calendar reminders for registered agent renewals and compliance dates.
• Build an internal process for reporting ownership or officer changes.

Common Mistakes to Avoid

• Using a noncompliant name. Texas may reject names that lack the required professional designators or mislead the public. Don’t forget to check naming rules and availability before you draft the form.
• Missing or stale certificate of existence. If your certificate is outdated or absent, the filing stalls. Don’t forget to order a recent certificate from your home jurisdiction and attach it.
• Listing a P.O. Box as the registered office. Texas requires a physical street address for service of process. Don’t forget to provide a real Texas address where your agent is available.
• Vague or overbroad purpose language. “All lawful purposes” will not work for professional corporations. Don’t forget to state your specific professional services clearly and only those you are licensed to provide.
• Agent consent not secured. If the agent has not agreed, you risk rejection or service failures. Don’t forget to confirm agent consent and availability during business hours.

What to Do After Filling Out the Form

1. File the completed Form 303 with the Texas Secretary of State. Include the filing fee and your certificate of existence. Choose delivery and processing options that fit your timeline.
2. Track the filing. Note your submission date and any confirmation numbers. When you receive the file‑stamped copy, verify the entity name, file number, and effective date.
3. Organize your records. Place the stamped Form 303, any certified copies, and internal authorizing resolutions in your minute book. Save digital copies with controlled access.
4. Set up compliance. Open your Texas tax account and calendar franchise tax and public reporting deadlines. Align your accounting system to track Texas revenue and nexus.
5. Complete profession‑specific steps. If your profession requires firm registration, obtain it before offering services. Confirm each professional holds the needed Texas license.
6. Update commercial materials. Use your Texas legal name or approved assumed name on letterhead, website, email signatures, and invoices. Include your professional designations as required by your board.
7. Notify stakeholders. Send the Texas registration and effective date to firm leadership, risk management, HR, and billing. Notify your malpractice insurer and brokers, if required.
8. Align contracts and templates. Update engagement letters, service agreements, and consent forms to reflect your Texas entity name and registered office information.
9. Establish your Texas registered agent protocol. Confirm the agent’s contact method for legal documents. Define internal escalation steps when service is received.
10. Plan operational logistics. Confirm Texas payroll and employment registrations if you will hire staff. Verify any local permit or signage requirements based on your office location.
11. Prepare for changes. If you change your name, purpose, registered agent, or governance later, file an amendment to your Texas registration. Update your licensing boards when required.
12. If you stop doing business in Texas, file a withdrawal. Closing your Texas registration prevents future fees and notices. Settle final taxes and keep records for your retention period.