LLC Formation
Texas LLC Formation: A Guide for Non-US Residents
Texas LLC formation starts with a Certificate of Formation, but a workable setup also requires agent arrangements, ownership records and a plan for state and federal reporting.
Texas LLC formation starts with a Certificate of Formation, but a workable setup also requires agent arrangements, ownership records and a plan for state and federal reporting. A non-US resident should evaluate where the company operates and how it will be managed before selecting the state.
This is a guide to creating a new Texas LLC. Registering an existing out-of-state LLC is a different procedure.
Texas LLC formation: what to prepare
Texas Form 205 has a $300 base filing fee. The current Secretary of State instructions direct online submissions through SOSPortal and describe separate payment charges. Use the official Form 205 instructions when preparing the filing.
| Information | Preparation question |
|---|---|
| Company name | Does it satisfy the state's naming requirements? |
| Registered agent | Has an eligible agent consented? |
| Registered office | Is it a qualifying Texas street address? |
| Governing authority | Will members or managers govern the LLC? |
| Organizer | Who will sign and submit? |
| Effectiveness | When should the filing take effect? |
An organizer, registered agent and owner can be different people. Do not treat the formation provider's contact details as evidence that it owns or manages the LLC.
Confirm the agent and management details
The registered agent must consent to the appointment. Texas does not require that consent to be attached to the formation filing, but the required consent still needs to exist. The LLC cannot name itself as its own agent.
The registered office must satisfy the state's physical-location requirements. A mailbox alone is not a substitute for an office where process can be served as required.
For governing authority, the filing distinguishes a company with managers from one without managers. Prepare the appropriate names and addresses and make the internal agreement consistent with the public filing. Do not choose a management option just to avoid thinking about actual authority.
The member-managed vs manager-managed LLC comparison explains how the filing choice relates to day-to-day signing authority.
Submit and check the accepted record
Use the official state route, review every field and retain the payment and submission evidence. Check the accepted formation document when it becomes available.
If a correction is required, respond to the state's actual notice. A provider's estimated turnaround is not a guaranteed approval date, so avoid scheduling a bank opening around an unconfirmed filing.
Keep company documents in an account or folder you control. You should be able to retrieve them without depending indefinitely on the original organizer.
Complete the operating setup
Prepare a company agreement describing ownership, management, contributions and approvals. Establish who may sign contracts and operate the bank account.
Apply for an EIN using the accepted legal details. An overseas owner without an SSN should follow the appropriate IRS route; our EIN eligibility guide explains the distinction from an online application.
Next, evaluate banking requirements and licenses for the actual activity. A formation certificate does not authorize every regulated business or guarantee a payment account.
Before choosing a provider, review our US business bank account for non-residents guide and assemble the required evidence.
Use the LLC vs business license comparison to distinguish entity creation from permission for a particular activity.
Texas franchise reporting needs a separate calendar
Do not interpret “no personal income tax” as “no company reporting.” Texas franchise-tax administration includes obligations that depend on the entity, revenue and reporting year.
The Comptroller's franchise tax overview provides current reporting information. Our Texas LLC tax guide separates state reporting from federal filing obligations.
Ask the preparer which reports apply even when no franchise tax is due. Keep the Comptroller account details with the company records rather than assuming an annual registered-agent renewal completes this work.
Assess operations outside Texas
An LLC operating from another US state may need additional registration, licensing or tax analysis there. Owners working abroad also need to consider their residence-country obligations.
Prepare a first-year budget covering formation, agent service, bookkeeping and the identified returns. Confirm which charges are government fees and which are private services.
Contact PrimeRegister with the ownership and operating plan to discuss a Texas formation package and the follow-up work it includes.
