Form 313—General Information
(Application for Registration of a Foreign Series Limited Liability Company)
The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code
provisions. This form and the information provided are not substitutes for the advice and services of an
attorney and tax specialist.
Commentary
To transact business in Texas, a foreign entity must register with the secretary of state under chapter 9 of
the Texas Business Organizations Code (BOC). The registration requirement applies to a foreign
corporation, foreign limited partnership, foreign limited liability company, foreign business trust,
foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or
another foreign entity, the formation of which, if formed in Texas, would require the filing of a
certificate of formation with the secretary of state. Also, a foreign entity that affords limited liability for
any owner or member under the laws of its jurisdiction of formation is required to register.
This form is designed to comply with the requirements of section 9.005 and applies only to a limited
liability company that is authorized in its jurisdiction of formation to establish a series limited liability
company. A limited liability company that is not governed by a law authorizing the establishment of a
series LLC should use Form 304 or Form 305, as applicable.
Series Limited Liability Company: A foreign limited liability company that is formed under the laws of
a jurisdiction that permits the entity to be governed by a company agreement that establishes or provides
for the establishment of a designated series is required to provide certain supplemental information in its
application for registration to provide notice of the series structure. (BOC § 9.005)
A series limited liability company that is treated as a single legal entity under the laws of its jurisdiction
of organization is treated as a single legal entity for purposes of registration. The limited liability
company rather than the individual series should register as the legal entity that is transacting business in
Texas. If each or any series of the company transacting business in Texas transacts business under a
name other than the name of the limited liability company, the company must file an assumed name
certificate in compliance with chapter 71 of the Texas Business & Commerce Code.
Failure to Register: A foreign entity may engage in certain limited activities in the state without being
required to register (BOC § 9.251). However, a foreign entity that fails to register when required to do
so 1) may be enjoined from transacting business in Texas on application by the attorney general, 2) may
not maintain an action, suit, or proceeding in a court of this state until registered, and 3) is subject to a
civil penalty in an amount equal to all fees and taxes that would have been imposed if the entity had
registered when first required.
Penalty for Late Filing: A foreign entity that has transacted business in the state for more than ninety
(90) days is also subject to a late filing fee. The secretary of state may condition the filing of the
registration on the payment of a late filing fee that is equal to the registration fee for each year, or part of
a year, that the entity transacted business in the state without being registered.
Taxes: Limited liability companies are subject to a state franchise tax. Contact the Texas Comptroller
of Public Accounts, Tax Assistance Section, Austin, Texas, 78774-0100, (512) 463-4600 or (800) 252-
1381 for franchise tax information. For information relating to federal employer identification numbers,
Form 313
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