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Texas LLC
Texas Foreign LLC
Foreign LLC Name
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Provide the full legal name of the LLC as stated in the company’s
formation document. Article 7.03 of the TLLCA and the secretary of state’s name availability rules
provide that an LLC name cannot be the same as, or deceptively similar to, the name of any domestic or
foreign corporation, limited partnership, limited liability company, or any name reservation or
registration filed with the secretary of state. Therefore, the foreign LLC’s name will be checked for
availability upon submission of the application. If the name of the entity is the same as or deceptively
similar to, or similar to the name of an existing corporation, limited partnership, or limited liability
company, name reservation or name registration the document cannot be filed. The administrative rules
adopted for determining entity name availability (Texas Administrative Code, Title 1, Part 4, Chapter
79, Subchapter C) may be viewed at the secretary of state web site at
www.sos.state.tx.us/tac/index.html. If you wish the secretary of state to provide a preliminary
determination on “name availability,” you may call (512) 463-5555 or e-mail your name inquiry to
corpinfo@sos.state.tx.us. A final determination cannot be made until the document is received and
processed by the secretary of state.
A foreign or out-of-state limited liability company (hereinafter LLC) that is transacting
business in Texas is required to file an application for certificate of authority with the Secretary of State.
The secretary of state does not provide legal opinions as to whether, given a particular set of
circumstances, a foreign entity is transacting business in the state and is required to obtain a certificate
of authority. Transacting business is not specifically defined by the applicable statutes, but does not
include an isolated transaction completed in 30 days or less, doing business in interstate commerce, or
merely maintaining a bank account in this state. Generally, a foreign entity is transacting business in
Texas if it has an office or an employee carrying on its business in this state or is otherwise pursuing one
of its purposes in this state. It is recommended that you seek the advice of an attorney if you are
uncertain whether the activities of the company require qualification with the secretary of state.
- Application for Certificate of Authority containing
the following information
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Legal Name
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Fictitious Name
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Notice of Non-LLC Status: An entity that is not characterized as an LLC in its
jurisdiction of formation, but which is electing to qualify with the secretary of state as provided by
article 1.02A(9) of the TLLCA, need not add one of the terms of organization noted above. For
example, ABC Business Trust of Delaware is not required to qualify as ABC Business Trust of
Delaware, LLC. Please check the statement contained in item 3 to avoid rejection of the document.
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Federal Employer Identification Number: Enter the company’s federal employer
identification number (FEIN) in the space provided. The FEIN is a 9-digit number (e.g., 12-3456789)
that is issued by the Internal Revenue Service (IRS). If the company has not received its FEIN at the
time of submission, you may note this on the application form.
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Jurisdictional Information: Provide the name of the state/country of the
LLC’s jurisdiction of formation, the date of its organization, and its period of duration. If the period of
duration of the LLC in its jurisdiction of formation is limited to a term of years or to a date certain, then
state the term of years or other duration.
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Principal Office Address: Provide the LLC’s principal office address in the
jurisdiction of formation. If the company is incorporated in Delaware, for example, the address shown
must be in Delaware, even though the LLC’s principal place of business may be located elsewhere. If
the company does not maintain an office in the state of formation, then provide the business office
address of the registered agent maintained in the state/country of its formation.
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Registered Agent and Registered Office: The LLC cannot act
as its own registered agent: do not enter the company name as the name of the registered agent.
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Purpose: Please note that if the foreign LLC is organized in its home
jurisdiction to provide a professional service that requires as a condition precedent the obtaining of a
license, then the professional LLC must use Form 305 to qualify with the secretary of state.
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Management Information: Provide management information in item 9A or 9B, as
applicable. If the space provided is insufficient, you may include an attachment to the application form.
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Certification of Entity Status: By signing the document, the authorized
manager/member is certifying that the foreign LLC currently exists as a valid entity under the laws of
the jurisdiction of its formation. Please note that the submission of a false or fraudulent document to the
secretary of state is a Class A misdemeanor.
- Filling Fees
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