Form 301—General Information
(Application for Registration of a Foreign For-Profit Corporation)
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.
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.
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: Corporations 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, federal
income tax filing requirements, tax publications and forms call (800) 829-3676 or visit the Internal
Revenue Service web site at www.irs.gov.
Instructions for Form
Item 1—Entity Name and Type: Provide the full legal name of the foreign entity as stated in the
entity’s formation document. The name of the foreign entity must comply with chapter 5 of the
BOC. Chapter 5 requires that:
(1) the entity name contain a recognized term of organization for the entity type as listed in
section 5.054 of the BOC;
(2) the entity name not contain any word or phrase that indicates or implies that the entity is
engaged in a business that the entity is not authorized to pursue (BOC § 5.052); and
(3) the entity name not be the same as, deceptively similar to, or similar to the name of any
existing domestic or foreign filing entity, or any name reservation or registration filed with
the secretary of state (BOC § 5.053).
If the entity name does not comply with chapter 5, the document cannot be filed. The administrative
rules adopted for determining entity name availability (Texas Administrative Code, title 1, part 4,