Application For Registration Of A Foreign Limited Liability Company Page 3
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8the entity is authorized to pursue the same business or activity under the laws of the entity’s
jurisdiction of formation.
Item 7—Beginning Date of Business: Provide the date the foreign entity began or will begin to
transact business in the state. If the foreign entity has had prior activities within the state, the entity
may wish to consult with a private attorney regarding the beginning date of business. The beginning
date of business is the date the entity’s activities were considered the transaction of business for
purposes of registration under chapter 9 of the BOC. If the entity has transacted business in Texas
for more than 90 days before submission, a late filing fee will be assessed.
Item 8—Principal Office Address: Provide the street or mailing address of the principal office of
the foreign entity.
Item 9—Initial Registered Agent and Registered Office: The registered agent can be either
(option A) a domestic entity or a foreign entity that is registered to do business in Texas or (option
B) an individual resident of the state. The foreign limited liability company cannot act as its own
registered agent; do not enter the entity name as the name of the registered agent.
Consent: Effective January 1, 2010, a person designated as the registered agent of an entity must
have consented, either in a written or electronic form, to serve as the registered agent of the entity.
Although consent is required, a copy of the person’s written or electronic consent need not be
submitted with the application for registration. The liabilities and penalties imposed by sections
4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names
a person as the registered agent of an entity without that person’s consent. (BOC § 5.207)
Office Address Requirements: The registered office address must be located at a street address
where service of process may be personally served on the entity’s registered agent during normal
business hours. Although the registered office is not required to be the entity’s principal place of
business, the registered office may not be solely a mailbox service or telephone answering service
(BOC § 5.201).
Item 10—Appointment of Secretary of State: By signing the application for registration, the
foreign entity consents to the appointment of the secretary of state as an agent of the foreign filing
entity for service of process under the circumstances described by section 5.251 of the BOC.
Item 11—Governing Persons: Provide the name and address of each person serving as part of the
governing authority of the foreign limited liability company. Generally, this would be the group of
persons who are entitled to manage and direct the affairs of the foreign limited liability company. A
minimum of one governing person is required. If the governing person is an individual, set forth the
name of the individual in the format specified. Do not use prefixes (e.g., Mr., Mrs., Ms.). Use the
suffix box only for titles of lineage (e.g., Jr., Sr., III) and not for other suffixes or titles (e.g., M.D.,
Ph.D.). If the governing person is an organization, set forth the legal name of the organization. For
each governing person, only one name should be entered. Do not include both the name of an
individual and the name of an organization. An address is always required for each governing
person.
Please note that a document on file with the secretary of state is a public record that is subject to public
access and disclosure. When providing address information for governing persons, use a business or
post office box address rather than a residence address if privacy concerns are an issue.
Form 304
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