Form 908 – Foreign Corporate Fiduciary Estates Code Filing

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

What is a Form 908 – Foreign Corporate Fiduciary Estates Code Filing?

Form 908 is the application a foreign corporate fiduciary files with the Texas Secretary of State under the Texas Estates Code to register and obtain recognized authority to act in fiduciary roles within Texas. “Foreign” means your fiduciary entity was formed outside Texas. If you are an Ontario‑chartered trust company, a bank with a trust department formed elsewhere, or a corporate fiduciary authorized by another jurisdiction, this filing is the path to participate in Texas‑related fiduciary matters.

The registration confirms two core facts: your organization is empowered by its home law to act as a corporate fiduciary, and it consents to Texas jurisdiction for fiduciary acts connected to Texas. With the filing on record, courts, counterparties, and custodians have a reliable basis to honor your appointments, account control, and instructions when Texas property, residents, or proceedings are involved.

Typical filers

• Trust companies and corporate trustee affiliates
• Banks with trust or wealth management divisions
• Corporate fiduciaries administering estates or guardianships
• Corporate service providers with fiduciary powers under home law

What the filing enables

• Acting as trustee for trusts that own Texas‑situs assets
• Serving as executor or administrator for estates that include Texas property
• Accepting Texas guardianship appointments
• Performing ancillary fiduciary tasks tied to Texas courts or assets

Common use cases

• An out‑of‑province family trust holds Texas real estate or mineral interests
• A decedent outside Texas owned Texas brokerage accounts or land
• A Texas guardianship needs an out‑of‑state corporate fiduciary
• A Canadian trustee must open Texas‑titled accounts or transfer Texas assets

This registration is not a general license to do business. It authorizes fiduciary activities contemplated by the Texas Estates Code. If you will conduct non‑fiduciary business in Texas, separately assess foreign qualification requirements.

When Would You Use a Form 908 – Foreign Corporate Fiduciary Estates Code Filing?

Use Form 908 whenever a foreign corporate fiduciary needs explicit recognition to act in, or in relation to, Texas. Courts and financial institutions often require proof of registration before they will accept your appointment, open accounts, or transfer assets, so filing early helps avoid delays.

Illustrative triggers

• A trust governed outside Texas appoints your Ontario trust company as successor trustee, and the trust holds Texas real estate or oil and gas interests
• A decedent’s will names your bank’s trust department as executor, and the estate includes Texas property or accounts at Texas institutions
• A Texas court may appoint your entity as guardian of a Texas resident or to manage Texas‑situs assets
• Your fiduciary unit needs to accept an agency or custodial role involving Texas assets or proceedings

Who typically files

• Banks, trust companies, and corporate fiduciary affiliates
• Wealth management or trust operations within financial institutions
• Corporate services subsidiaries with fiduciary authority under home law
• Law firms acting for these entities are to prepare and submit the application

Who generally does not need it?

• Entities with no fiduciary activity connected to Texas property, residents, or courts
• Fiduciaries operating solely outside Texas with no Texas‑situs assets and no Texas appointments

Timing considerations

• File before a Texas court hearing seeking to confirm your appointment
• Obtain registration before account openings involving Texas‑titled assets
• If Texas engagement is reasonably foreseeable, register proactively to shorten future lead times

Legal Characteristics of the Form 908 – Foreign Corporate Fiduciary Estates Code Filing

This is a statutory registration that creates public, enforceable proof of your authority. By filing, you:

• Demonstrate home‑law authorization to act as a corporate fiduciary
• Consent to Texas jurisdiction for matters arising from your fiduciary activities in Texas
• Establish a service‑of‑process channel via a Texas-registered agent or the Secretary of State
• Create a record that courts and counterparties can review and rely on

Enforceability and reliance

• Courts and institutions can recognize your authority based on the filed registration and certified supporting documents
• Compliance with fees, naming rules, and document requirements supports reliability
• Consent to service ensures lawsuits and notices related to Texas fiduciary acts can be validly delivered

Scope and limitations

• Authority is limited to fiduciary activities; it is not a blanket license for general business
• If you conduct non‑fiduciary business (such as commercial contracts unrelated to fiduciary roles), evaluate a separate foreign qualification
• Your corporate name must be distinguishable on Texas records; otherwise, adopt and disclose an assumed name for Texas use

Ongoing obligations and risks

• Keep your registered agent and contact information current to avoid missed notices
• Amend the filing when your name, assumed name, addresses, or authority changes
• Acting without registration can delay appointments and raise concerns with courts and custodians

How to Fill Out a Form 908 – Foreign Corporate Fiduciary Estates Code Filing

1) Confirm eligibility

• Verify you are formed outside Texas and are a corporation, trust company, or equivalent authorized to act as a corporate fiduciary under home law.
• Identify the fiduciary capacities you will exercise in Texas (trustee, executor, administrator, guardian, custodian, or agency roles).
• Note any home‑law limitations and align your Texas conduct to those constraints.
• Obtain internal approvals (board or authorized officer) to proceed.

2) Gather supporting documents

• A recent certificate of status/good standing from your home jurisdiction.
• Certified charter, letters patent, or regulator letter confirming fiduciary powers.
• Board or officer resolution authorizing the Texas filing and any assumed name.
• English translations with translator certification for non‑English documents.
• Written consent from your chosen Texas registered agent, if applicable.
• Ensure all certifications are legible, bear official seals where applicable, and are recent.

3) Applicant identity

• Enter your exact legal name as reflected in home‑jurisdiction records, including entity suffixes and punctuation.
• State jurisdiction of formation and entity type.
• Provide your principal office street address (not a P.O. Box) and mailing address if different.
• Maintain consistent formatting to avoid misrouting.

4) Texas name review

• Check Texas name availability. If unavailable, select an assumed name and disclose it on the application.
• Adopt an internal resolution authorizing the assumed name for Texas activity.
• Align public‑facing materials (letterhead, templates) with the Texas‑recorded name.

5) Statement of fiduciary authority

• Affirm home‑law authority to act as a corporate fiduciary.
• Identify the capacities you may exercise in Texas (e.g., trustee, executor, guardian).
• Clarify that your Texas activities will be limited to fiduciary functions; avoid implying general business authority.
• If authority is specialized (e.g., trustee services only), state that scope.

6) Service of process

• Designate a Texas registered agent with a physical street address and reliable forwarding procedures.
• Alternatively, consent to service on the Texas Secretary of State if permitted, understanding delivery may be slower.
• Confirm the agent’s exact legal name and address, including suite number.
• Retain the agent’s written consent in your compliance files.

7) Addresses for notice

• Provide a monitored mailing address for official notices with an attention line to fiduciary compliance or legal.
• If requested, include a reliable email and phone for a responsible contact.
• Establish internal routing so state notices receive priority handling.

8) Attachments and schedules

• Schedule A: Certified certificate of status/good standing (recent).
• Schedule B: Certified charter or regulator letter confirming fiduciary powers.
• Schedule C: Resolution authorizing the filing and any assumed name.
• Schedule D: Registered agent consent or appointment document.
• Schedule E: English translations with translator certification if applicable.
• Label schedules clearly, use consistent titles and page numbering, and verify legibility of seals and signatures.

9) Execution

• Have an authorized officer sign and date the form; print name and title.
• Ensure internal documentation supports the signer’s authority.
• Review any attestations; the signer should be able to make them in good faith.
• Follow instructions on ink, e‑signature, or notarization requirements.

10) Filing and fees

• Submit the form with all schedules and pay the fee by an accepted method.
• File through the Texas Secretary of State’s accepted channel; consider expedited options if available.
• Retain proof of submission and payment, including confirmation numbers and timestamps.
• If rejected, correct deficiencies and resubmit with a brief explanation.

11) After filing

• Monitor for confirmation or requests for clarification.
• Store the approval and all supporting documents with your corporate records.
• Provide proof of registration to courts, financial institutions, title companies, and counterparties.
• File amendments promptly for changes to name, assumed name, agent, addresses, or authority.
• If you cease fiduciary activities in Texas, file a withdrawal and update service arrangements.
• Calendar periodic compliance reviews to keep information current and verify home‑jurisdiction good standing.

Parties included in the form

• Applicant: The foreign corporate fiduciary seeking Texas authority (e.g., an Ontario trust company or bank trust department).
• Filing office: The Texas Secretary of State, which reviews, records, and provides service‑of‑process mechanisms.
• Registered agent: A Texas‑based agent designated to receive service of process and official notices, unless relying on the Secretary of State.

Key clauses you will see

• Authority under home law: An affirmation that your organization holds fiduciary powers where it was formed.
• Consent to service and jurisdiction: Agreement to receive service in Texas and submit to Texas courts for matters arising from Texas fiduciary activities.
• Limitation to fiduciary activities: Confirmation that your Texas conduct will be confined to fiduciary functions allowed by law and by your home authorization.
• Assumed name adoption: Disclosure of the assumed name, if used, and confirmation of authorization to transact under that name in Texas.

Signatures and certifications

• An authorized officer signs, certifying accuracy and authority to file.
• Certified documents substantiate existence and fiduciary powers.
• Your signature implies the supporting materials are complete and authentic; inaccuracies can prompt delays or corrective action.

Schedules and attachments

• Provide recent, legible certified status and charter documents.
• Include resolutions, registered agent consent, and translations as needed.
• Label schedules clearly to match application references and streamline review.

Practical tip: Start name availability, registered agent selection, and document ordering early. Certified document lead times and internal approvals can be slower than expected; early preparation reduces rejections and speeds appointments.

Legal Terms You Might Encounter

• Corporate fiduciary: A company empowered by its home jurisdiction to accept fiduciary roles such as trustee, executor, administrator, or guardian. Registration confirms you hold these powers and can exercise them in Texas.
• Foreign entity: An organization formed under laws other than Texas. A foreign corporate fiduciary registers to perform fiduciary functions in Texas without obtaining a general license to do business.
• Fiduciary capacity: The specific role you will perform, such as trustee of a trust owning Texas mineral interests or executor of an estate with Texas real property. The application asks you to identify these capacities.
• Certificate of status (good standing): An official document from your home jurisdiction confirming existence and compliance with required filings and fees. A recent certificate supports your filing.
• Certified copy: A copy bearing an official stamp, seal, or certificate verifying it matches the original. Certification underpins the filing office’s reliance.
• Registered agent: A Texas individual or business authorized to receive legal documents and official notices for your entity. A reliable agent reduces the risks of missed deadlines and delays.
• Service of process: Formal delivery of legal papers, notices, or lawsuits. By filing, you consent to receive service in Texas through your agent or, if allowed, the Texas Secretary of State.
• Assumed name: An alternate name adopted for Texas if your true legal name is unavailable or not distinguishable. You disclose it in the application and use it consistently in Texas matters.
• Consent to jurisdiction: Your acknowledgment that Texas courts may hear disputes related to your Texas fiduciary activities. This consent is part of the filing.
• Withdrawal: A filing used to terminate your registration when you stop fiduciary activities in Texas, clarifying future service‑of‑process arrangements.

FAQs

Do you need this filing if you only hold assets outside Texas?

If your fiduciary work will not touch Texas property, residents, or courts, you typically do not file. If Texas involvement is possible, pre‑registration avoids last‑minute delays with courts, custodians, or title companies that often require proof of authority.

Do you also need a separate foreign qualification to do business?

Maybe. This filing authorizes only fiduciary activities. If you intend to conduct non‑fiduciary business in Texas, evaluate a separate foreign qualification. Treat the two processes as distinct.

Do you need a registered agent in Texas?

You may appoint a Texas-registered agent or consent to service through the Secretary of State if permitted. A dedicated agent usually speeds delivery and reduces risk. Confirm the agent’s legal name and physical street address.

Can you act as a fiduciary before approval?

Wait for approval. Acting beforehand can prompt court skepticism, refusal by custodians to honor instructions, or demands to re‑execute documents post‑registration. Build the filing timeline into your project plan.

Does the registration expire or need renewal?

It remains effective while you stay in good standing and your filing information is current. File amendments for material changes (name, assumed name, agent, addresses, authority). Schedule periodic reviews.

What if your corporate name is taken in Texas?

Adopt an assumed name that is distinguishable on Texas records and disclose it in the application. Use it consistently in Texas‑related filings, court papers, and account documentation.

Can you update the filing if your agent or address changes?

Yes. File an amendment promptly. Timely updates preserve valid service and prevent misdirected notices. Maintain internal records of each change.

Will this filing allow you to open accounts and manage Texas assets?

It supports recognition of your authority. Courts, banks, and title companies routinely request proof of registration before permitting account control, transfers, or appointments. Keep an approval copy ready.

How recent should the certificate of status be?

Use a recent certificate of status consistent with filing expectations. Certificates that are too old or lack certification often trigger rejections or deficiency notices.

Can you rely solely on the Secretary of State for service?

If permitted, yes, but service routed through the filing office can be slower. A dedicated registered agent usually provides faster, more reliable delivery and tracking.

Checklist: Before, During, and After the Form 908 – Foreign Corporate Fiduciary Estates Code Filing

Before signing

Eligibility and authority

• Confirm foreign formation and fiduciary authorization under home law.
• Identify intended fiduciary capacities in Texas.
• Obtain internal approval (board or authorized officer).

Documents

• A recent certificate of status/good standing.
• Certified charter or regulator letter confirming fiduciary powers.
• Translations with translator certifications, if applicable.

Name and agent

• Complete Texas name availability review; select the assumed name if needed.
• Approve the assumed name by internal resolution.
• Choose a Texas-registered agent; obtain written consent with a physical address.

Data accuracy

• Verify legal name, jurisdiction, entity type, and, if requested, formation date.
• Confirm principal office street address and mailing address.
• Identify a monitored contact email and phone, if requested.

Internal logistics

• Decide where to store proof of filing and acknowledgment.
• Alert fiduciary operations teams that registration is in progress.
• Prepare court and custodian checklists for post‑approval deployment.

During signing

Verify application fields

• Match legal name to home‑jurisdiction records.
• Confirm jurisdiction of formation and entity type.
• Ensure address details are complete and consistent.

Fiduciary scope

• Accurately describe capacities; avoid implying general business authority.
• If using an assumed name, ensure an exact match with your resolution.

Service details

• Confirm the registered agent’s exact legal name and Texas street address.
• Attach agent consent or indicate consent to the Secretary of State service if allowed.

Attachments

• Include all certified documents and translations.
• Label schedules in the order referenced; review seals and signatures.

Execution

• Have an authorized officer sign and date; print name and title.
• Confirm the signer’s authority is documented internally.
• Review attestations for accuracy and good‑faith basis.

After signing

File and monitor

• Submit with fee; save proof, timestamps, and tracking.
• Monitor status; respond quickly to inquiries or deficiencies.

Recordkeeping and rollout

• Store the approval with attachments and internal approvals.
• Notify trust administration, estate services, guardianship, operations, and compliance.
• Provide evidence of registration to courts and institutions on request.

Maintenance

• Calendar reviews to confirm agent, address, and authority remain current.
• Keep amendment templates ready for name, agent, or address changes.
• Document withdrawal steps and retention schedules for an exit.

Common Mistakes to Avoid Form 908 – Foreign Corporate Fiduciary Estates Code Filing

Using outdated or uncertified status documents

• Old or uncertified certificates of status trigger rejections. Order recent, certified documents bearing official seals, signatures, and dates.

Listing an improper registered agent address

• A P.O. Box or non‑Texas address undermines service. The agent must have a Texas physical street address, with correct suite and ZIP.

Treating the registration as a general business license

• Form 908 authorizes fiduciary activities only. For non‑fiduciary business, evaluate general foreign qualification and train teams to route such activities appropriately.

Ignoring name conflicts or inconsistent usage

• If your legal name is unavailable, adopt an assumed name and use it consistently in Texas‑related materials. Inconsistency confuses courts and custodians.

Acting before approval

• Taking fiduciary actions before acknowledgment risks refusals or re‑execution demands. Build in lead time and wait for approval.

Omitting translations or inadequate translator certification

• Non‑English documents require clear English translations with translator certifications. Missing or weak certifications delay review.

Failing to update changes promptly

• Delayed amendments for agent, address, or assumed name changes can cause misdirected notices and ineffective service. Update quickly and document internally.

What to Do After Filling Out the Form 908 – Foreign Corporate Fiduciary Estates Code Filing

File and track

• Submit the application, confirm payment, and track status. Centralize submission date, payment method, and identifiers. Enable status alerts if available.

Confirm approval

• Obtain an official copy of the filed document and proof of registration. Store these with the certified supporting documents for an all‑in‑one evidentiary package.

Activate operations

• Use the approved name (legal or assumed) consistently across pleadings, trust documents, account openings, and correspondence. Update templates and playbooks to reflect Texas details.

Notify stakeholders

• Inform fiduciary teams, relationship managers, operations, and outside counsel that Texas authority is active. Share proof with title companies and custodians to streamline onboarding.

Amend as needed

• File amendments promptly for changes to legal name, assumed name, registered agent, addresses, or fiduciary capacities. Maintain version control and archive prior filings.

Maintain good standing

• Set periodic checks for registered agent data, home‑jurisdiction compliance, and currency of status documents. Track contract renewals for agents and delegations of authority.

Withdraw when done

• When Texas fiduciary activities cease, file a withdrawal to terminate the registration and clarify service‑of‑process arrangements. Notify internal teams, update records, and archive according to retention policies.