Texas Authority Certificate for Foreign Entities Eric Shrum, October 15, 2023October 15, 2023 Welcome to this informative article on the Texas Authority Certificate for Foreign Entities. In this piece, we delve into the essential details surrounding this certificate, exploring what it entails and why it is crucial for foreign entities conducting business in the Lone Star State. Join us as we unravel the significance of this certificate and its implications for businesses operating in Texas. Table of Contents Toggle Registration Requirements for Foreign Entities in TexasPenalties for Not Registering with the Secretary of StateTransacting Business in Texas as a Licensed Professional from Another StateAnnual Reporting for Foreign Entities in TexasUsage of Assumed Names by Foreign Entities in TexasRegistering Out-of-State Series LLC in TexasAmending a Registration for Foreign Entities in TexasTermination or Withdrawal of Registration for Foreign Entities in TexasRevocation and Reinstatement of Registration for Foreign Entities in Texas Registration Requirements for Foreign Entities in Texas Foreign entities looking to conduct business in Texas must obtain a Texas Authority Certificate. This certificate allows them to legally operate within the state. To apply, foreign entities must submit a completed application along with the required fee. The application can be submitted online, by mail, or in person to the Secretary of State of Texas. Along with the application, foreign entities must also provide certain documents, such as a certificate of existence or a legal opinion. Once approved, the Texas Authority Certificate is typically valid for one year. It’s important for foreign entities to comply with all registration requirements to avoid any penalties or revocation of their certificate. For more information and frequently asked questions, consult the Secretary of State of Texas website. Penalties for Not Registering with the Secretary of State Penalties for not registering with the Secretary of State can have serious consequences for foreign entities operating in Texas. Failure to register can result in legal and financial liabilities. Entities that may be subject to penalties include limited partnerships, S corporations, limited liability companies, and limited liability partnerships. To avoid these penalties, it is crucial to comply with the registration requirements set by the Secretary of State. Important documents and fees need to be submitted within the specified timeframe. It is advisable to consult with a lawyer or seek professional advice to ensure compliance and avoid any potential penalties. The Texas Comptroller of Public Accounts may also impose franchise tax or other penalties for non-compliance. Stay informed and act promptly to protect your entity’s legal status and financial standing. Transacting Business in Texas as a Licensed Professional from Another State To transact business in Texas as a licensed professional from another state, you will need to obtain a Texas Authority Certificate for Foreign Entities. This certificate allows you to legally operate your business in Texas while maintaining your license from another state. To apply for the certificate, you will need to submit certain documents and pay a fee. These documents may include a copy of your license, a certificate of good standing from your home state, and a completed application form. Once you have obtained the certificate, you will be able to conduct business in Texas, enter into contracts, and provide services to clients. It is important to note that you will still be subject to certain Texas laws and regulations, including the payment of franchise taxes. If you have any questions or need further information, you can visit the Texas Secretary of State’s website or contact them via mail or email. They can provide you with the necessary forms and answer any specific questions you may have about your particular situation. Annual Reporting for Foreign Entities in Texas Foreign Entity Texas Authority Certificate Number Last Reporting Year Next Reporting Due Date ABC Corporation FA1234567 2020 March 31, 2021 XYZ Ltd. FA9876543 2019 June 30, 2021 DEF Inc. FA7890123 2021 December 31, 2022 Usage of Assumed Names by Foreign Entities in Texas Foreign entities operating in Texas have the option to use assumed names, also known as fictitious names or DBAs (doing business as), to conduct business under a different name than their legal entity name. This can be beneficial for branding purposes and to create a distinct identity in the market. To use an assumed name, foreign entities must file a Texas Authority Certificate with the Secretary of State. This certificate serves as proof of the entity’s authority to transact business in Texas under the assumed name. The certificate must include the legal name of the entity, the assumed name, and the jurisdiction where the entity was formed. Foreign entities should consult with a lawyer for assistance in completing the certificate and ensuring compliance with all relevant laws and regulations. Registering Out-of-State Series LLC in Texas When registering an out-of-state Series LLC in Texas, it is important to obtain a Texas Authority Certificate for Foreign Entities. This certificate grants the Series LLC the authority to conduct business in the state of Texas. To apply for the certificate, you will need to submit a completed application form, along with the required fee. The application can be filed online or by mail. Once approved, you will receive a Texas Authority Certificate as a PDF document. This certificate serves as evidence of your registration and can be used as proof of your authority to transact business in Texas. Amending a Registration for Foreign Entities in Texas To amend a registration for a foreign entity in Texas, follow these steps: 1. Obtain the necessary form from the Texas Secretary of State’s website or by contacting their office directly. 2. Complete the form with accurate and updated information regarding your entity’s registration. 3. If applicable, include any relevant supporting documents or evidence to support the amendment. 4. Pay the required filing fee, which can vary depending on the type of entity you are amending. 5. Submit the completed form, supporting documents, and payment to the Texas Secretary of State’s office either by mail or online. 6. Keep a copy of the amended registration and any confirmation or receipt provided by the Secretary of State as proof of the amendment. For more information or specific questions, refer to the Texas Secretary of State’s website or contact their office directly. Termination or Withdrawal of Registration for Foreign Entities in Texas Termination or Withdrawal of Registration for Foreign Entities in Texas is a crucial process that foreign entities must understand. When a foreign entity decides to cease operations in Texas, they need to file the necessary paperwork with the Secretary of State. This process involves submitting a termination or withdrawal form, along with any required fees. Failure to properly terminate or withdraw registration can result in penalties or legal consequences. It’s important to note that termination or withdrawal does not absolve the foreign entity from any outstanding obligations, such as taxes or contracts. Therefore, it’s recommended to consult with a legal professional or tax advisor to ensure compliance with all relevant laws and regulations. For more information, refer to the Texas Comptroller of Public Accounts and the Secretary of State’s website for the necessary forms and guidelines. Revocation and Reinstatement of Registration for Foreign Entities in Texas Revocation of registration for foreign entities in Texas can occur if certain conditions are not met. This may include failure to file required reports or pay franchise taxes. When a foreign entity’s registration is revoked, it loses the right to legally operate in Texas. Reinstatement of registration is possible, but it requires the submission of necessary documents and payment of any outstanding fees. The Texas Secretary of State’s office provides detailed instructions and forms for the reinstatement process. It is important for foreign entities to stay compliant with Texas regulations to avoid revocation and ensure uninterrupted business operations. For more information, refer to the Texas Secretary of State’s website or contact their office directly. Eric ShrumWas this article helpful?YesNo Certificate Of Authority