Around the world, Delaware has been recognized as having the strongest corporate law structure. Business owners often form a Delaware company regardless of the state in which they are operating, due to the many advantages of forming in Delaware.
When operating in another state, such as Texas, business owners must register their company as a foreign entity. This process is called Foreign Qualification and it is typically the next step after forming a Delaware corporation.
The foreign registration is how Texas gives you the permission or authority to have a Delaware corporation doing business in Texas.
Texas, like most states, has a state fee and an application process in order to register your Delaware corporation there as a foreign entity. The document that you will receive back is called a Certificate of Authority. While Texas is one of the faster states to approve this registration, one mistake can delay the process and slow down business for the directors.
However, we have a Foreign Qualification department that files these applications every day. We will prepare your application, pay the state fees and file the document directly with Texas. Texas has different forms to be filed, depending on whether you have a for-profit corporation, a professional corporation or a non-profit corporation.
Unlike many other states, Texas does not require a Certificate of Good Standing from Delaware in order to register as a foreign entity in Texas.
Texas requires that the company has a Texas Registered Agent. We can act as the Registered Agent in Texas for you. Any legal documents, service of process or Franchise Tax notices will be sent directly to the Registered Agent. The Texas Registered Agent will not need to sign the application; however, please note that Texas will not allow you to list your own company as the Registered Agent.
Once the application is prepared, an authorized person will need to sign on behalf of the company. When listing an address for the Directors, Texas will allow you to use a P.O. Box rather than a home address if privacy issues are a concern.
Once your Delaware corporation is registered in Texas, you will be subject to a Texas state Franchise Tax. Franchise Tax and reporting requirements will be sent to the Registered Agent's address.
Texas does not require a corporation to file an annual report; instead, the state requires an information report. This is submitted when the Franchise Taxes are paid. This information report can be compared to a tax return, and can be quite complicated. Often clients will reach out to an accountant for assistance, or we can help you.
Our typical turnaround time to file a Delaware corporation for foreign qualification in Texas is two days. To start this process, or for any additional questions on operating a Delaware corporation in Texas, please call 1-800-345-2677, Ext. 6130.