Form 304 – Application for Registration of a Foreign Limited Liability Company

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

What is a Form 304 – Application for Registration of a Foreign Limited Liability Company?

Form 304 registers your out-of-state LLC to legally do business in Texas. This filing tells the Texas Secretary of State who you are, where you formed, who runs the company, and how to contact you in Texas. It also confirms your company exists and is in good standing in its home state. Once approved, your LLC receives a Texas certificate of registration. You can then open offices, sign contracts, hire employees, and enforce your rights in Texas courts.

You use this form if your LLC was formed in another state or country. “Foreign” means formed outside Texas, not outside the United States. The form does not create a new entity. It links your existing LLC to Texas for business and legal purposes. If your LLC is domestic to Texas, you do not use this form. You would use a certificate of formation instead.

Owners, managers, in-house counsel, and operations leaders typically handle this filing. Outside counsel or a filing service may prepare it, but an authorized person of the LLC must sign it. You need basic company details, a registered agent in Texas, and a current certificate of existence from your home state. Most of this is routine if you already maintain good records.

You need this form when you plan to transact business in Texas. Common triggers include opening a Texas office, hiring a Texas-based team, or entering ongoing contracts performed in Texas. Selling remotely into Texas may not require registration by itself. But regular, repeated business activity in Texas usually does. Many companies register to avoid risk, even if the line is closed. Unregistered foreign entities face penalties, including limits on bringing lawsuits and possible fines.

Typical usage scenarios

A Delaware LLC opens a Houston office and hires staff. It files Form 304 before starting operations. A California LLC signs a long-term Texas services contract with on-site work. It registers to avoid any enforcement issues. A Florida e-commerce LLC starts storing inventory in a Dallas warehouse. It registers due to a physical presence. A New York real estate LLC buys an Austin property. It registers to hold and manage the asset. In each case, Form 304 is the gateway to lawful Texas operations.

When Would You Use a Form 304 – Application for Registration of a Foreign Limited Liability Company?

Use Form 304 when your out-of-state LLC will carry on business in Texas on a continuing basis. You might lease space, run a store, provide services on site, or manage property. If you hire employees in Texas, registration is usually expected if you appoint a local sales team or maintain inventory in a Texas warehouse, which also signals the need to register.

Consider a software LLC formed elsewhere. You win a multi-year Texas contract with regular on-site support. Register before the work begins. A logistics LLC plans a distribution hub near Dallas. Register when you sign the lease. A consulting LLC sends teams to Texas for repeated projects each quarter. Register once the pattern starts. A commercial landlord LLC buys a shopping center in Austin. Register before closing or at least before collecting rent. In these cases, the business footprint is meaningful and continuing.

Who typically uses this form?

Business owners managing expansion often handle it. Company presidents, CFOs, or COOs sometimes lead it. In-house counsel or outside counsel may prepare and submit it. Paralegals and operations staff often gather details and obtain the required certificate of existence. A registered agent service can assist with the agent piece. The authorized person of the LLC signs the filing.

You should also consider registration if a contract requires it. Some agreements require proof of authority to do business in Texas. Vendors, landlords, and lenders may ask for your Texas registration certificate. If you plan to bid on Texas work, registration can speed up onboarding. If you need to open a Texas bank account, your bank may request evidence of registration.

Not every activity counts as transacting business. Owning a passive interest, defending a lawsuit, or selling through independent contractors may not trigger registration. Occasionally, isolated transactions alone may not require it. The risk rises when activity is regular, local, and ongoing. If you are unsure, weigh the cost and benefit. Registration is often simpler than resolving a dispute about your authority later.

Legal Characteristics of the Form 304 – Application for Registration of a Foreign Limited Liability Company

Form 304 is a formal public filing. It becomes part of the Texas public record once accepted. The filing is legally binding because it is a statutory registration. Texas law requires foreign entities to register before transacting business in the state. When you file and the state accepts it, your LLC gains the legal authority to operate in Texas. You also accept ongoing duties tied to that status.

Enforceability rests on four pillars. First, a proper signature by an authorized person. The signer certifies the information is true. Second, required disclosures in the form are complete and accurate. That includes the company name, home jurisdiction, formation date, management structure, and governing persons. Third, you appoint a registered agent and office in Texas. This ensures reliable service of legal papers. Fourth, you provide a current certificate of existence from your home state. This proves your LLC’s valid status on the filing date.

Your filing creates public reliance. Third parties can look up your registration to confirm your authority and contact details. You must maintain a valid registered agent and keep your information current. If you change your name, registered agent, or governing persons, you should update the record. Failure to maintain good standing can lead to administrative issues. It can also interfere with contracts, financing, and legal remedies.

There are also compliance considerations after you register. Your LLC may become subject to Texas reporting and tax obligations. Your public information may need annual updates. You should maintain records of your registered agent’s consent. You should also keep your home-state status in good standing. If your home-state status lapses, your Texas registration is at risk. If you stop doing business in Texas, you should file a termination of registration to wrap up cleanly.

Finally, names matter. Texas requires that your LLC’s name be available and proper. If your true name is not available in Texas, you can use an assumed name. If your true name lacks an LLC identifier, you must add a proper designator for Texas use. If you use an assumed name in Texas, file the required assumed name certificate. This ensures consistency and legal clarity.

How to Fill Out a Form 304 – Application for Registration of a Foreign Limited Liability Company

1) Confirm you need to register

Decide if your planned Texas activity counts as transacting business. If you will have a physical presence, employees, property, or ongoing local work, registration is usually required. If in doubt, registering is often safer and faster than debating the threshold later.

2) Check name availability and format

Verify that your LLC’s true name is available in Texas. The name must include a limited liability company designator like “LLC” or “L.L.C.” If your true name is not available, pick an assumed name for Texas. If your true name lacks an LLC identifier, add one for Texas use. If you will use an assumed name, prepare to file an assumed name certificate.

3) Appoint a Texas-registered agent and office

You must designate a registered agent with a physical Texas street address. A P.O. Box alone is not acceptable. The agent can be an individual Texas resident or a company that provides registered agent services. Get the agent’s written or electronic consent before you file. Keep this consent with your company records.

4) Obtain a certificate of existence from your home state

Order a certificate of existence or good standing for your LLC from its home jurisdiction. The certificate must be recent. Use a certificate dated within 90 days of filing. Attach it to Form 304. Make sure your LLC’s name and status match your filing details.

5) Gather the governing person’s information

Decide if your LLC is managed by managers or by members. List the names and addresses of the governing persons. If managed by managers, list each manager. If managed by members, list the members with management authority. Use full legal names and complete mailing addresses.

6) Prepare your principal office address

Provide the primary business address of the LLC. This is your principal office, not the registered office. Use a complete street address. Include suite numbers where needed. Keep it consistent with your internal records.

7) State formation details and duration

Enter your formation jurisdiction and the date you formed the LLC. State the LLC’s period of duration. Most LLCs are perpetual. If yours has a set end date, list it. Ensure these details match your certificate of existence.

8) Describe your purpose

Texas accepts a general purpose. You can state: “The LLC may engage in any lawful business.” If your LLC is professional or restricted in the home state, tailor the purpose. Keep it accurate and consistent with your governing documents.

9) Decide the filing’s effective date

You can make the filing effective when filed or on a delayed date. A delayed date cannot be more than 90 days from submission. Choose an effective date that aligns with leases, hiring, or contract start dates. This helps with timing and insurance.

10) Complete the name and assumed name fields

Enter your true legal name exactly as it appears in your home state. If you must use an assumed name in Texas, enter that as your Texas name for business. If you add an LLC designator for Texas, reflect that change. Keep it consistent across the filing and your assumed name certificate.

11) Provide registered agent and office details

Enter the full name of your registered agent. Provide the Texas street address of the registered office. Do not list a P.O. Box as the sole address. Confirm the agent has consented to serve. Your signature confirms you have that consent.

12) List governing persons

Identify whether the LLC is manager-managed or member-managed. List each governing person’s name and mailing address. Use a consistent format. Include middle initials or suffixes if needed. If your list is long, attach an addendum page.

13) Attach the certificate of existence

Include the home-state certificate behind the form. Confirm the dates are in range. Confirm the legal name matches the form. If your LLC recently changed its name, include proof of the name change as well.

14) Review for consistency and accuracy

Compare the form against your operating agreement, home-state records, and the certificate of existence. Check spelling, addresses, and dates. Verify the registered agent and office details. Confirm the purpose covers your Texas activity.

15) Sign the form

An authorized person must sign. This can be a manager for a manager-managed LLC, or a member for a member-managed LLC. Print the signer’s name and title. The signature certifies the accuracy of the filing. False statements carry penalties.

16) Calculate the filing fee

The filing fee for a foreign LLC registration is $750. If you request expedited processing, include the expedite fee. If paying by card, a processing fee may apply. If paying by check, make it payable to the appropriate state filing office.

17) Submit the filing

You can submit by mail, in person, or online. Include Form 304, the certificate of existence, and the fee. If using an assumed name, include the assumed name certificate. Keep copies of everything you submit. Track delivery and confirmation.

18) Monitor processing and approval

Standard processing can take several business days. Expedite options are available for an extra fee. When approved, you receive a certificate of registration. Save this with your corporate records. Share it with banks, landlords, or partners as needed.

19) Set up your compliance calendar

Mark key dates. Track your registered agent renewal. Track any annual reports or tax reports due after registration. Keep your governing person list current. Maintain your home state’s good standing. Renew any assumed names before they expire.

20) Update changes when they occur

File an amendment if your name changes, you change your registered agent or office, or your governing person’s information changes. Report changes promptly. If you stop doing business in Texas, file a termination of registration. Close tax accounts as needed.

Practical tips

Use consistent entity names across all documents. Do not rely on a nickname or trade name unless you have filed it as an assumed name. Get the registered agent consent before you file. Order the certificate of existence close to filing time. Use a clean, legible signature. Keep your operating agreement handy when listing managers or members.

Address common pitfalls early. If your name conflicts, choose an assumed name that aligns with your brand. If the state requires a designator, add “LLC” to your Texas name. If your governing person list is long, attach a clear exhibit. If you plan a future effective date, ensure it is within 90 days. If you operate a specialized or regulated business, confirm your purpose matches licensing needs.

If your LLC is a series LLC or has unique structures, review special requirements before filing. Some structures need extra disclosures or attachments. If you plan to convert structures later, plan your Texas filing with that in mind. It is easier to set a clean record at the start than to amend complex items later.

Your Form 304 filing is the foundation for Texas operations. Get the details right, and the process is smooth. You’ll have a clear path to open accounts, sign leases, hire staff, and serve customers across Texas. Keep your record current, maintain your agent, and meet ongoing obligations. That keeps your authority intact and your risks low.

Legal Terms You Might Encounter

• Foreign limited liability company means your LLC was formed under another state’s laws. You use this form to register an existing company to transact business in Texas.
• Certificate of registration is the document Texas issues after approval. It confirms your foreign LLC is authorized to do business in Texas under the name shown on the form.
• Registered agent is the person or company you appoint in Texas to receive legal papers. You must list a consenting agent with a physical Texas street address on this form.
• Registered office is the Texas street address where your registered agent accepts delivery. This address must be a physical location. A P.O. Box alone will cause rejection.
• Principal office is your main business office. It can be inside or outside Texas. You must provide this address so the state knows where to contact your company.
• Certificate of existence, often called a certificate of good standing, comes from your home state. It must be recent, typically dated within 90 days. You attach it to this filing.
• Governing person is anyone who manages the LLC. That includes a manager in a manager-managed LLC or a member in a member-managed LLC. You list these people by name and address.
• Assumed name is a different business name used in Texas if your legal name is not available. If you must use one, you state that name on the form and make the related filing.
• Effective date is when your registration becomes active. You can choose upon filing or a later date within 90 days. Pick the date that aligns with your launch.
• Series LLC is an LLC that creates separate internal “series” with distinct assets and liabilities. If your company is a series LLC, you disclose it on this form and follow any extra registration steps for series that operate in Texas.

FAQs

Do you need to register before doing business in Texas?

Yes, if you transact business in Texas, you must register. Common triggers include having employees, an office, or regular sales in the state. Occasional or isolated transactions may not require registration. When uncertain, register before you start operations.

Do you need a certificate of existence with this filing?

Yes. You must include a recent certificate from your home state. Make sure it is dated within 90 days of filing. If it is older, your filing can be rejected. Order it early to avoid delays.

Do you need a Texas-registered agent and office?

Yes. You must maintain a registered agent and a Texas street address. The agent must consent to serve. A P.O. Box is not acceptable as the registered office. If your agent changes later, update the state promptly.

Can you use your home state LLC name in Texas?

You can if the name is available and meets Texas naming rules. If not, you must adopt an assumed name for Texas use. That assumed name appears on this form. Check name availability before filing to prevent rejection.

Do you have to list managers or members?

Yes. List your governing persons with names and addresses. For a manager-managed LLC, list all managers. For a member-managed LLC, list all members. Keep this list accurate at filing and update it as needed.

Can you delay the effective date?

Yes. You can list a future effective date within 90 days. This helps align licensing, tax, or launch timelines. If you leave it blank, your registration becomes effective upon filing.

What if your information changes after approval?

You must file an update with the state. Use an amendment for changes like the company name, purpose, or principal office. Use the appropriate filing to change your registered agent or office. File promptly to stay compliant.

Do you need to file annual reports or pay state taxes?

Most foreign LLCs must file annual state tax reports and keep good standing. Mark your calendar for the annual due date. Even if no tax is due, the report often is. Failure to file can cause penalties or forfeiture.

Checklist: Before, During, and After the Form 304 – Application for Registration of a Foreign Limited Liability Company

Before signing

• Confirm your LLC’s legal name exactly as on home-state records.
• Check Texas name availability. Decide on an assumed name if needed.
• Obtain a certificate of existence from your home state dated within 90 days.
• Secure registered agent consent and a Texas street address for the registered office.
• Identify governing persons: managers or members, with full names and addresses.
• Decide on your business purpose. A general-purpose language is acceptable.
• Choose the effective date: upon filing or a future date within 90 days.
• Determine whether your LLC is a series LLC. Collect any required statements.
• Gather your principal office address and mailing address, if different.
• Confirm that any restricted words in your name have required approvals.
• Align internal records: operating agreement, resolutions, and signing authority.

During signing

• Verify the entity name and any Texas assumed name on the form.
• Confirm that the home jurisdiction and original formation date are correct.
• Enter the principal office address, not a registered agent address.
• List the registered agent’s legal name and Texas street address accurately.
• Check that the agent consent statement is included as required.
• Provide governing persons’ names and addresses in the correct manager/member format.
• Review the purpose statement for clarity and compliance.
• Set the effective date and time, or select “upon filing.”
• Mark the series LLC disclosure if applicable.
• Add any additional provisions your LLC needs for Texas compliance.
• Sign as an authorized person. Print the signer’s name and title clearly.
• Review for errors, typos, missing pages, or unreadable text.

After signing

• Attach the home-state certificate of existence dated within 90 days.
• Include any assumed name filings required at the state level.
• File the completed form with the state by your chosen method.
• Pay the filing fee in an accepted payment form.
• Save proof of submission and track status.
• Once approved, download or save the certificate of registration.
• Notify your registered agent and confirm their information is correct.
• Register with the state tax authority, if required for your activities.
• Open necessary tax accounts before hiring or selling in Texas.
• Update banks, insurers, landlords, and key partners with your Texas details.
• Store the stamped filing, agent consent, and certificate in your records.
• Calendar annual state tax report and franchise tax deadlines.
• Set reminders for registered agent renewals and internal record updates.

Common Mistakes to Avoid

• Don’t forget the certificate of existence. A missing or stale certificate (older than 90 days) causes rejection and delays.
• Don’t use a P.O. Box for the registered office. Texas requires a physical street address. A P.O. Box causes immediate rejection.
• Don’t list the wrong governing persons. If you mislabel managers or members, your public record will be inaccurate. That can create compliance and banking issues.
• Don’t assume your name is available. If your name conflicts with an existing record, the filing will be rejected. Choose an assumed name early to stay on schedule.
• Don’t appoint a non-consenting agent. If the agent did not consent, the service can fail. That risks default judgments and penalties.

What to Do After Filling Out the Form

1. File the form with the state. Include the certificate of existence and any assumed name documentation. Submit payment in an accepted form. Choose your preferred filing channel and keep your receipt.
2. Monitor your filing. Watch for confirmation and a stamped copy. After approval, save your certificate of registration. Share it with banking partners, insurers, and licensing boards that request proof.
3. Confirm your registered agent details. Verify the agent’s name and Texas street address on the approved record. Make sure mail and service can be received during business hours.
4. Set up state tax accounts if required. Register for franchise tax and any other applicable tax programs. Complete these registrations before you start operations, hiring, or sales.
5. Align your internal records. Add the Texas registration to your company record book. Keep the filed form, certificate of existence, and approval together. Store agent consent with your minute book.
6. Update contracts and compliance files. Add your Texas assumed name if you use one. Update invoices, website, and letterhead. Notify counterparties of your Texas registration and agent address.
7. Plan for ongoing filings. Calendar annual state tax report and tax payment deadlines. Calendar when your assumed name record must be renewed, if applicable. Review compliance quarterly.
8. Keep your information current. If your registered agent or office changes, file the required update. If your governing persons change, update your public record through the proper filing.
9. Amend when needed. If you change the company name, purpose, or principal office, file an amendment. Attach any required supporting documents from your home state.
10. Consider local licensing. Check if your activities need local permits, zoning approval, or industry licenses. Secure them before you open your doors.
11. If you stop doing business in Texas, withdraw. File a withdrawal with the state to end registration. Coordinate with the tax authority so your account closes cleanly. Keep final approvals in your records.
12. Distribute documents internally. Send the field form and certificate to leadership, finance, and legal. Train staff on using the Texas name and registered agent address in official documents.
13. Audit your compliance yearly. Confirm the registered agent is active and paid. Confirm addresses, governing persons, and purpose remain accurate. Correct any gaps before they create risk.