Registering a Business in Texas with a Delaware LLC

Foreign Qualification for an LLC in Texas

Delaware LLCs can operate in any U.S. state and all over the world. In fact, the great majority of Delaware LLCs operate outside of the state of Delaware.

The advantages to forming a Delaware LLC go on and on, and both the legal and corporate worlds agree that Delaware is the state in which you want to form your LLC, regardless of where you intend to do business. Let's explore how to properly register a Delaware LLC in Texas.

How To Form a Foreign Entity Doing Business in Texas

To operate a Delaware LLC in Texas, you must start by forming an Delaware LLC. Once formed, your Delaware LLC will be domestic to Delaware and foreign to Texas. The process in which Texas grants your company the authority to operate there with a foreign LLC is called Foreign Qualification.

People often underestimate the importance of Foreign Qualification. Each state has its own unique fees, requirements and guidelines in order to be granted Foreign Qualification status, This step of the process is necessary to ensure you qualify for the numerous benefits of owning a Delaware company while operating your foreign entity doing business in Texas.

Harvard Business Services, Inc. can prepare your application, submit it to Texas and pay the state fee for an LLC. The turnaround time to process your application for Foreign Qualification in Texas is often about two business days.

Foreign Qualification in Texas, unlike many other states, will not need a Certificate of Good Standing from Delaware. The signature on the application will not need to be original, which helps to speed up the process as well. An authorized person for the LLC will need to sign.

If the entity is a series LLC, different forms will need to be filed. We will make sure to prepare and file the correct forms for your company. There is no publication requirement, unless specifically required by the county in which your Registered Agent resides in Texas.

We can provide a Registered Agent in Texas for you if you prefer. Some business owners elect to act as their own Registered Agent if they have a physical address in Texas. If so, any correspondence from the Texas Secretary of State will go directly to them. It will be their responsibility to keep up with annual filings and requirements.

Your Texas Registered Agent will receive notice of the state reporting requirements. You are required to submit an information report when filing your annual Franchise Tax. This report can be complicated--people often need the help of their accountant in order to calculate the tax and submit this report.

Your Texas Franchise Tax report will be due on May 15 of the year after you register in Texas. There is a $50 late fee if this report is not filed on time, and Texas will also charge a 5 percent penalty on the tax. After the tax is 30 days late, the state charges an additional 5 percent.

In addition to the Texas Franchise Tax, Delaware LLCs must also pay the Delaware Franchise Tax, which is due June 1 of every year, as well as a Delaware Registered Agent Fee.

For additional questions on registering your Delaware LLC as a foreign entity in Texas, call 1-800-345-2677, Ext. 6130 or email devin@delawareinc.com.