Application For Registration Of A Foreign Professional Limited Liability Company

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Form 305—General Information
(Application for Registration of a Foreign Professional 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.
To transact business in Texas, a foreign professional entity must register with the secretary of state
under chapter 9 of the Texas Business Organizations Code (BOC). A foreign professional limited
liability company is a limited liability company formed under the laws of a jurisdiction other than Texas
that is formed for the specific purpose of providing a professional service. A “professional service” is
any type of service that requires, as a condition precedent to the rendering of the service, the obtaining
of a license in this state, including the personal service rendered by an attorney, dentist, physician,
public accountant, or veterinarian. A foreign professional limited liability company (hereinafter PLLC)
may provide a professional service in this state only through owners, managerial officials, employees, or
agents, each of whom is a professional individual or professional organization that is licensed or duly
authorized in this state to provide the same professional service provided by the entity.
Reciprocity: A foreign professional entity cannot obtain an application for registration unless the
jurisdiction in which the professional entity is incorporated or organized would permit reciprocal
admission of a Texas professional entity formed under title 7 of the BOC.
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,
federal income tax filing requirements, tax publications and forms call (800) 829-3676 or visit the
Internal Revenue Service web site at
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:
Form 305


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