SHEET TX-01 · FORMATION DOSSIER

Texas

Form an LLC in Texas as a non-resident: the verified state fee, the duty that follows you every year, the agent rule, and the traps that are specific to this state — each figure sourced on this sheet.

State formation fee: $300
Total with Formation Complete: $699
Annual duty cost: $0/yr
Report pattern: May 15 of each year (franchise tax report and Public Information Report to the Texas Comptrolle

On fee alone, Texas is the 47th cheapest of the 49 jurisdictions in this Atlas to form in. Fee is the smallest part of the decision — the duty below is the part that repeats.

What it takes here

You form a Texas LLC by filing Articles of Organization with the Texas Secretary of State, Corporations Section. The state fee is $300, collected by us at cost as a pass-through — the state keeps its fee; our $399 is separate and labelled as ours on the pricing page. NO Secretary of State annual report for LLCs/corporations. Recurring obligation is the franchise tax report + Public Information Report (Form 05-102 for LLCs/corps) to the Comptroller, due May 15.

Name rules

Your company name must contain a limited-liability designator — “Limited Liability Company” or an accepted abbreviation such as “LLC” — and must be distinguishable from names already on the records of the Texas Secretary of State, Corporations Section. A name that implies a regulated activity (banking, insurance, trust) or a government affiliation invites rejection or a consent requirement in Texas as in most states. For a non-resident there is a second, quieter naming point: the name on the Articles of Organization is the name the IRS will print on your EIN confirmation (the CP 575), and it is the name your bank and payment processors will match against your documents. Pick the final name before filing; amending it later is a second state filing with a second fee.

Publication

Texas imposes no newspaper-publication requirement on a new LLC. The publication duty that founders read about belongs to a small set of states — New York, Arizona and Nebraska are the ones in this Atlas — and it does not travel with you if you form here.

Forms, office and processing

The filing office is the Texas Secretary of State, Corporations Section. The formation document is the Articles of Organization; most Texas filings can be made online, and online filings are acknowledged faster than paper ones as a rule. Texas replaced SOSDirect and SOSUpload with SOSPortal on 2026-09-29, and the Secretary of State publishes no standard turnaround for the new portal (checked 2026-11-05); its published expedited service costs $25 per document. The pre-portal published times no longer apply, so this sheet prints no day-count for Texas. (Processing source: the office’s own page — checked 2026-11-05.) What we commit to in writing, before anything is filed, is the fee, the duty and the due pattern on this sheet.

The foreign-registration warning

Forming in Texas does not licence you to operate everywhere. If your LLC will have an office, employees, inventory or a sustained physical presence in another state, that state will generally require foreign qualification there — a second registration, a second agent and a second set of duties, on top of this one. Non-residents most often trip on this by forming in a low-fee state while living-adjacent operations, warehousing or staff sit somewhere else. The state of formation should follow the business, not the other way round; the diagnostic on this site asks where your customers and operations are for exactly this reason.

Your registered agent in Texas

Must designate and continuously maintain a registered agent and registered office in Texas (BOC 5.201): agent may be a domestic/foreign entity registered in Texas or an individual Texas resident, entity may not be its own agent, registered office must be a street address where process may be served during normal business hours, agent consent required (SOS Form 201 instructions)

Formation Complete includes the registered agent for year one. From year two the renewal is $149 a year — the same figure on every sheet in this Atlas, because the agent’s job (a real address, a person or service that can receive process, and forwarding that actually reaches a founder overseas) costs the same diligence in Austin as anywhere else. If you move the agent elsewhere, the duty calendar below does not move with it: the report duty belongs to the LLC, not to the agent.

Duty calendar

No Secretary of State annual report — franchise tax + Public Information Report due May 15 (the report itself has no filing fee).

Filled cell = a month in which this state’s duty falls due.

The recurring duty is the line that decides what Texas costs you in year three, not just year one. No Secretary of State annual report — franchise tax + Public Information Report due May 15 (the report itself has no filing fee). Priced into the five-year table on this sheet at $0 a year (annualised), it is the difference between a cheap formation and a cheap company.

If the duty is missed altogether. Forfeiture of the right to transact business in Texas, and possible forfeiture of charter/registration, for failure to meet franchise tax filing requirements (Comptroller Forms 05-211/05-213 notices)

Cost of ownership

Formation Complete $399 one-time + state fee at cost; agent renewal $149/yr from year 2; state duty annualised from the verified figure on this sheet.
Horizon	Total paid	What it contains
Year 1	$699	$399 package + $300 state fee; agent year 1 included
By end of year 2	$848	Year 1 + $149 agent renewal
By end of year 5	$1,295	Year 1 + four renewals + four years of state duty

Compare that five-year figure, not the formation fee, against any other state you are considering — the compare tray in the Atlas does it side by side for up to three states. A state that is $100 cheaper to form and $300 a year heavier to keep is the expensive state.

Texas in Atlas context: the $300 formation fee ranks 47th of the 49 jurisdictions in this Atlas, and the five-year cost of $1,295 ranks 26th. Year one is $699 all-in — the $399 Formation Complete package plus the state fee charged at cost. In years two to five the recurring charges are the $149 agent renewal and a state report that costs $0 to file. Not one dollar of that five-year total is state duty — the recurring part is entirely the registered-agent renewal. That sits above the Atlas median five-year cost of $1,260. The five-year figure is the comparison that matters: a state can look cheap on filing day and still be the expensive company to own, so this sheet prices Texas over the full five years rather than the first afternoon.

Non-resident specifics in Texas

Texas charges no Secretary of State annual report, but every LLC owes the Texas franchise tax administered by the Comptroller, with the Public Information Report due May 15. The saving grace is the no-tax-due threshold: for report year 2026 the threshold is $2.47 million in total revenue — a Texas LLC under it files the report and owes no tax. Above it, the tax is computed on margin, not revenue. For most early-stage non-resident founders Texas is therefore a $300 formation with a paperwork-only annual duty; the duty is real even when the tax is zero, and missing the PIR can forfeit your right to transact business.

The federal layer, which no state choice removes. A single-member LLC owned by a non-resident is, by default, a disregarded entity for US federal income tax — and since 2017 that status carries an annual information duty: Form 5472 attached to a pro-forma Form 1120, due each year the LLC exists, reporting reportable transactions with its foreign owner (funding the company counts). The penalty for a missing or late Form 5472 starts at $25,000. Multi-member LLCs are taxed as partnerships by default and file Form 1065, with their own withholding questions when US-source income reaches foreign partners. None of this is a reason not to form; all of it is a reason to form with the calendar already drawn. The EIN guide on this site walks the Form SS-4 route for founders with no SSN or ITIN, the CP 575 you receive, and the 5472 duty in full.

Address and banking reality. Your Texas LLC’s address on the state record is its registered office — the agent’s address — which is a service address, not your trading address, and should never be sold to you as one. Banks and payment processors will ask for the beneficial owner’s foreign address and passport-grade identification, and many will ask why the company sits in Texas; “my operations and customers are there” is an answer, a fee table is not. Form where the answer is true.

Plot my route — the 5-question diagnostic Compare Texas in the Atlas

Sources: formation fee and duty verified against official state sources — Texas Secretary of State, Corporations Section: https://direct.sos.state.tx.us/help/help-corp.asp?pg=fee-revised · duty record: https://comptroller.texas.gov/help/franchise/information-report.php · fees verified 2026-11-03, duties verified 2026-11-04. Federal figures (Form 5472 penalty) per IRS instructions for Form 5472.