Registering a Delaware 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, including flexible business laws and a well-established legal system. But regardless of where you intend to do business, it’s important to explore your options, such as registering a Delaware LLC in Texas.
What Does It Mean to Register a Delaware LLC in Texas?
If you want to operate a Delaware LLC in Texas, the first step is to form the LLC in Delaware. Once the company is formed, it is considered a domestic LLC in Delaware because that is its state of formation. In Texas, however, the same company is considered a foreign LLC.
You can register your Delaware LLC with Texas through a process known as Foreign Qualification. Foreign qualification does not create a new Texas LLC or change the state where your company was formed. Your business remains a Delaware LLC, but it gains authority to conduct business in Texas.
Does Your LLC Need to Register in Texas?
A Delaware LLC generally needs to register in Texas if it’s doing business there. Activities that may indicate an LLC is doing business in Texas may include:
- Maintaining an office or regular place of business in Texas
- Having one or more employees working in Texas
- Regularly performing services in the state
No single factor directly determines whether Foreign Qualification is required. Whether or not an LLC must register ultimately depends on the nature of its business in Texas. An LLC that is uncertain of its situation may want to consult an attorney before deciding whether Foreign Qualification is required.
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How to Register an LLC in Texas
The process of registering a Delaware LLC to conduct business in Texas is commonly referred to as Foreign Qualification. In Texas, a foreign LLC generally completes this process by filing an application (Form 304) with the Texas Secretary of State.
In many states, this authorization is called a Certificate of Authority. Texas previously used similar terminology but now refers to the filing as an Application for Registration. Once the application is accepted, the Delaware LLC is registered and authorized to transact business in Texas.
Franchise Tax Requirements
A Delaware LLC registered to do business in Texas may have franchise tax obligations in both Delaware and Texas. In Delaware, LLCs are required to pay an annual tax to the Delaware Division of Corporations. The tax is due on or before June 1 each year. Failure to pay can result in a penalty with monthly interest on the unpaid tax and penalty. Delaware LLCs do not file an Annual Report.
Texas has a separate franchise tax administered by the Texas Comptroller. Businesses with total revenue at or below the applicable No Tax Due Threshold generally owe no franchise tax and are not required to file a No Tax Due Report. However, they may still be required to file the applicable Public Information Report or Ownership Information Report, subject to certain exceptions.
Get Started with Harvard Business Services, Inc.
Our team at Harvard Business Services, Inc. can help you form an LLC in any state. 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.
FAQs
Does registering in Texas create a separate Texas LLC?
No. Registering a Delaware LLC in Texas through Foreign Qualification does not create a new LLC. Your company remains a Delaware LLC, but it becomes authorized to conduct business in Texas. The business will continue to follow Delaware requirements while also complying with applicable Texas laws.
Should I register a Delaware LLC in Texas or form a new Texas LLC?
The best option often varies from business to business. Foreign qualification allows an existing Delaware LLC to conduct business in Texas without creating a separate legal entity. Forming a new Texas LLC, by contrast, creates a distinct entity with its own legal and compliance obligations. Businesses that are unsure about which solution is best for them may want to consult a tax professional before proceeding.
Does a Delaware LLC need a Registered Agent in Texas?
Yes. A Delaware LLC registered to do business in Texas must maintain a Texas Registered Agent and registered office. The Registered Agent may be a Texas resident or an eligible business entity authorized to serve in that role. Our team at Harvard Business Services, Inc. can serve as your registered agent for all 50 states, Texas included.
Don’t let state borders limit your business!
Secure your Foreign Qualification today.
Qualify my company*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
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There are 4 comments left for Registering a Delaware LLC in Texas
Giovanni Zuniga said: Wednesday, January 13, 2021I registered my LLC in Delaware and I am currently located in Texas. I want to start a trucking company and have someone else drive it. Can i register my truck in Texas? if so, how?
HBS Staff replied: Wednesday, January 13, 2021Yes, you can use your Delaware LLC to do business in Texas. Typically, our clients need to get Foreign Qualification in Texas in order to do business there. Our team would be happy to assist with that process. We would recommend speaking with an attorney regarding the required steps to allow someone else to drive your truck.
Gerry said: Sunday, November 15, 2020If you register an LLC in Delaware and file a foreign entity in Texas, will you lose all the benefits of the Delaware LLC?
HBS Staff replied: Monday, November 16, 2020Typically, registering as a foreign entity does not change your Delaware LLC benefits, as the company is still a Delaware company. Foreign qualification simply enables it to do business in other jurisdictions.
akshay rahalkar said: Monday, October 22, 2018hi i have delaware llc want to register it in texas do you provide those services what are the fees how long it will take
HBS Staff replied: Friday, November 2, 2018Yes, we would be happy to help you obtain Foreign Qualification in Texas for your Delaware LLC. You can find additional information here: https://www.delawareinc.com/ourservices/foreign-qualification-for-corporations-and-llcs/
When you're ready to start the process, just call, email or live chat with us!
Pritam Dumbre said: Thursday, December 29, 2016Want to establish a delaware llc with my one partner. Also want the business registration with suitable Bank account. We are both from India & nom residents of usa..plz send all detailed information on email id
HBS Staff replied: Thursday, December 29, 2016Here is a comprehensive webpage with the information you are seeking:
https://www.delawareinc.com/before-forming-your-company/Delaware-company-formations-for-non-residents/
You can also LiveChat with our experienced formation experts via our homepage, or call us, toll-free, at 1-800-345-2677.