What key changes did the TBOC make to foreign entity registration?

• Standardized procedures for registration across different entities
• Expanded LP late filing fees to all foreign filing entities
• Expanded certain corporate and LLC civil penalties to all foreign filing entities
• Provided a 90-day grace period before the foreign filing entity is charged the late fee for doing business in Texas without registering
• Standardized the definition of "foreign" as any entity formed outside of Texas; LPs formed outside the US must now register
• Required a foreign entity for which there exists no Texas counterpart to register as the type of entity it is in its home state, not as an "LLC"
• Authorized revocation of registration of any foreign entity that fails to amend its name or purpose within 90 days of the change
• Expanded mandatory suspension of registration to any foreign filing entity that changes its name to one unavailable for use under Texas law
• Eliminated the need to file a certificate of existence from an entity's home state
• Required limited partnerships registered as limited liability partnerships (LLLPs) to maintain both types of registration or to pay the fines or penalties for both the LP and the LLP registration

Which foreign entities are required to register under the TBOC?

Any entity formed outside Texas ("foreign"), and which affords limited liability for any owner or member under its home state laws, is required to register in Texas, unless it is authorized to do business under other Texas law (TBOC §9.001).

The foreign entities required to register include:

• Foreign corporations*
• Foreign limited partnerships*
• Foreign LLCs*
• Foreign cooperatives
• Foreign business trusts
• Foreign REITs
• Foreign public and private limited companies
• Foreign professional corporations & associations
• Any foreign entity which, if formed in Texas, would be required to file a certificate of formation
• Any foreign entity which is required to register under other Texas law

*A foreign entity that solely acts in the capacity of a general partner of a partnership or a manager of an LLC is required to register. (Tex. Att'y Gen. No. JM-7 (1983) and Tex. Att'y Gen. No. WW-191 (1958)).

What are the consequences of failing to register under the TBOC?

The entity may be:

• Charged a late filing fee equal to the registration fee for each year of delinquency; this would be $750 per year for a for-profit corporation
• Liable for all fees and taxes that would have been imposed by Texas law had the entity registered and filed all reports when first required
• Liable for penalties and interest for failure to pay those fees and taxes
• Enjoined from doing business in Texas
• Unable to maintain an action, suit, or proceeding in court.

What were the key TBOC changes to the application for registration?

What needs to be done after an entity is registered?

Keep your registration information up to date:

• Amend the registration if the entity name, business, or activity changes, or face possible revocation of registration
• Continuously maintain a registered office and registered agent in Texas

For-profit corporations are liable for civil penalties up to $2,500 for failure to timely file (usually within 30 days):

• a change of registered office or agent,
• a certificate of withdrawal, and
• a certificate of termination