Form 304—General Information 
             (Application for Registration of a Foreign 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. 
 
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. 
 
This form is not designed for the registration of a foreign limited liability company that is governed by a 
company agreement that establishes or provides for the establishment of a designated series of members, 
managers, membership interests, or assets.  If the entity is a series limited liability company, use Form 
313.  Alternatively, refer to section 9.005(b) of the BOC for the additional required statements and 
include the information in the Supplemental Provisions/Information section of this form. 
 
                                     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: 
 
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         (1) the entity name contain a recognized term of  organization for the entity type as listed in 
             section 5.056 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, 
  chapter 79,    subchapter C) may be viewed at     www.sos.state.tx.us/tac/index.shtml.  If you wish the 
  secretary of state to provide a preliminary determination on name availability, you may call (512) 
  463-5555, dial 7-1-1 for relay services, or e-mail your name inquiry to     corpinfo@sos.state.tx.us.  A 
  final determination cannot be made until the document is received and processed by the secretary of 
  state.  Do not make financial expenditures or execute documents based on a preliminary clearance.  
  Also note that the preclearance of a name or the issuance of a certificate under a name does not 
  authorize the use of a name in violation of another person’s rights to the name. 
 
 Item 2A—Assumed Name: If the entity name fails to contain an appropriate organizational 
  designation for the entity type, a recognized organizational designation should be added to the legal 
  name and set forth in item 2A.  Accepted organizational designations for a foreign limited liability 
  company are: “limited liability company,” “limited company,” or an abbreviation of those terms. 
 
 Item 2B—Assumed Name: If it has been determined that the entity’s legal name is not available for 
  its use in Texas due to a conflict with a previously existing name, the foreign entity must obtain its 
  registration to transact business under an assumed name that complies with chapter 5 of the BOC. 
  State the assumed name that the foreign entity elects to adopt for use in Texas in item 2B of the 
  certificate.  In addition, the foreign entity is  required to file an assumed name certificate in 
  compliance with chapter 71 of the Texas Business & Commerce Code.  The promulgated form for 
  filing the assumed name with the secretary of state is     Form 503.       This form is not acceptable for 
  filing with the county clerk. 
 
 Item 3—Federal Employer Identification Number: Enter the entity’s federal employer 
  identification number (FEIN) in the space provided.  The FEIN is a 9-digit number (e.g., 12-
  3456789) that is issued by the Internal Revenue Service (IRS).  If the entity has not received its 
  FEIN at the time of submission, this should be noted in item 3 on the application form.  Provision of 
  the FEIN number at the time of submission will assist in the establishment of the entity’s tax account 
  with the Comptroller of Public Accounts. 
 
 Item 4—Jurisdictional Information:         The application must state the foreign entity’s jurisdiction of 
  formation and the date of its formation in the format shown in the application.  
 
 Item 5—Certification of Existence:     The application must contain a statement that the entity exists 
  as a valid foreign filing entity of the stated type under the laws of the entity’s jurisdiction of 
  formation.   
 
 Item 6—Statement of Purpose:          The application must state each business or activity that the entity 
  proposes to pursue in Texas, which may be stated to be “any lawful business or activity under the 
  law of this state.”  In addition, as required by chapter 9, the application must contain a statement that 

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  the 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 	                                    3 

 Supplemental Provisions/Information: Additional space has been provided for additional text to 
  an item within this form. 

 Effectiveness of Filing:  The application for registration becomes effective when filed by the 
  secretary of state (option A).  However, pursuant to sections 4.052 and 4.053 of the BOC the 
  effectiveness of the instrument may be delayed to a date not more than ninety (90) days from the 
  date the instrument is signed (option B).  The effectiveness of the instrument also may be delayed on 
  the occurrence of a future event or fact, other than the passage of time (option C).  If option C is 
  selected, you must state the manner in which the event or fact will cause the instrument to take effect 
                       th
  and the date of the 90  day after the date the instrument is signed.  In order for the certificate to take 
  effect under option C, the entity must, within ninety (90) days of the filing of the certificate, file a 
  statement with the secretary of  state regarding the event or fact pursuant  to section 4.055 of the 
  BOC. 

  On the filing of a document with a delayed effective date or condition, the computer records of the 
  secretary of state will be changed to show the filing of the document, the date of the filing, and the 
  future date on which the document will be effective or evidence that the effectiveness was 
  conditioned on the occurrence of a future event or fact.  In addition, at the time of such filing, the 
  status of the entity’s registration will be shown as “in existence” on the records of the secretary of 
  state. 

 Execution: Pursuant to section 4.001 of the BOC, the application for registration must be signed by 
  a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument. 
  Generally, a governing person or managerial official of the entity signs a filing instrument. 

  The application for registration need not be notarized.  However, before signing, please read the 
  statements on this form carefully.  The designation or appointment of a person as the registered 
  agent by a managerial official is an affirmation by that official that the person named in the 
  instrument has consented to serve as registered agent.  (BOC § 5.2011, effective January 1, 2010) 
   
  A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing 
  of a filing instrument the person knows is materially false with the intent that the instrument be 
  delivered to the secretary of state for filing.  The offense is a Class A misdemeanor unless the 
  person’s intent is to harm or defraud another, in which case the offense is a state jail felony. 

 Payment and Delivery Instructions: The filing fee for an application for registration for a limited 
  liability company is $750.  In addition, the foreign entity will be assessed a late filing fee for each 
  year of delinquency if the entity has transacted business in Texas for more than 90 days prior to 
  filing the application for registration.  For purposes of computing the late filing fee, a partial 
  calendar year is counted as a full year.  Fees may be paid by personal checks, money orders, 
  LegalEase debit cards, or American Express, Discover, MasterCard, and Visa credit cards.  Checks 
  or money orders must be payable through a U.S. bank or financial institution and made payable to 
  the secretary of state.  Fees paid by credit card are subject to a statutorily authorized convenience fee 
  of 2.7 percent of the total fees. 

  Submit the completed form in duplicate along with the filing fee.  The form may be mailed to P.O. 
  Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to James Earl Rudder 
  Office Building, 1019 Brazos, Austin, Texas 78701.  If a document is transmitted by fax, credit card 

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  information must accompany the transmission (Form 807).  On filing the document, the secretary of 
  state will return the appropriate evidence of filing to the submitter together with a file-stamped copy 
  of the document, if a duplicate copy was provided as instructed. 

 FYI:   A registered foreign limited liability company is required to maintain a registered agent and a 
  registered office address in Texas.  If the registered agent or registered office address changes, it is 
  important to file a statement with the secretary of state to effect a change to the application for 
  registration.  Failure to maintain a registered agent and registered office may result in the revocation 
  of the foreign filing entity’s registration. 

  Revised 05/11 

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Form 304                                                                                    This space reserved for office use. 
(Revised 05/11) 
Submit in duplicate to: 
Secretary of State 
P.O. Box 13697 
Austin, TX 78711-3697                                  Application for 
512 463-5555                                           Registration 
FAX: 512/463-5709                                      of a Foreign Limited 
Filing Fee:  $750                                      Liability Company

1.  The entity is a foreign limited liability company.  The name of the entity is: 

Provide the full legal name of the entity as stated in the entity’s formation document in its jurisdiction of formation. 

2A.  The name of the entity in its jurisdiction of formation does not contain the word “limited liability 
company” or “limited company” (or an abbreviation thereof).  The name of the entity with the word or 
abbreviation that it elects to add for use in Texas is: 

2B.  The entity name is not available in Texas.  The assumed name under which the entity will qualify 
and transact business in Texas is: 

The assumed name must include an acceptable organizational identifier or an accepted abbreviation of one of these terms. 

3.  Its federal employer identification number is: 
Federal employer identification number information is not available at this time. 

4.  It is organized under the laws of: (set forth state or foreign country) 
and the date of its formation in that jurisdiction is: 
                                                                                                    mm/dd/yyyy 

5.  As of the date of filing, the undersigned certifies that the  foreign limited liability company 
currently exists as a valid limited liability company under the laws of the jurisdiction of its formation. 

6.  The purpose or purposes of the limited liability company that it proposes to pursue in the 
transaction of business in Texas are set forth below.   

The entity also certifies that it is authorized to pursue such stated purpose or purposes in the state or 
country under which it is organized. 

7.  The date on which the foreign entity intends to transact business in Texas, or the date on which the: 
foreignforeign entityentity firstfirst transactedtransabusiness in Texas is:cted business in Texas is:
                                                                                 mm/dd/yyyy  Late fees may apply (see instructions). 
8.  The principal office address of the limited liability company is: 

Address                                                City                                  State    Country            Zip/Postal Code 

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                               Complete item 9A or 9B, but not both.  Complete item 9C. 
     9A.  The registered agent is an organization (cannot be entity named above) by the name of: 

 OR 
    9B.  The registered agent is an individual resident of the state whose name is: 

 First Name                          M.I.           Last Name                                              Suffix 

 9C.  The business address of the registered agent and the registered office address is: 

                                                                                        TX          
 Street Address                           City                                          State Zip Code 
  
 10.  The entity hereby appoints the Secretary of State of Texas as its agent for service of process under 
 the circumstances set forth in section 5.251 of the Texas Business Organizations Code. 
  
 11.  The name and address of each governing person is: 
  
 NAME AND ADDRESS OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.) 
     IF INDIVIDUAL 

     First Name                           M.I.      Last Name                                          Suffix 
 OR                                         
     IF ORGANIZATION 
           
     Organization Name
                                                                                                             
 Street or Mailing Address                     City                                     State Country  Zip Code    
  
 NAME AND ADDRESS OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.) 
     IF INDIVIDUAL 

     First Name                           M.I.      Last Name                                          Suffix 
 OR                                         
     IF ORGANIZATION 
           
     Organization Name
                                                                                                             
 Street or Mailing Address                     City                                     State Country  Zip Code    
  
 NAME AND ADDRESS OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.) 
     IF INDIVIDUAL 

     First Name                           M.I.      Last Name                                          Suffix 
 OR                                         
     IF ORGANIZATION 
           
     Organization Name
                                                                                                             
 Street or Mailing Address                     City                                     State Country  Zip Code    
  
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                                       Supplemental Provisions/Information 

 Text Area: [The attached addendum, if any, is incorporated herein by reference.] 
       
                                       Effectiveness of Filing (Select either A,  B, or C.)  
  
 A.       This document becomes effective when the document is filed by the secretary of state. 
 B.    This document becomes effective at a later date, which is not more than ninety (90) days from 
 the date of signing.  The delayed effective date is:                       
 C.    This document takes effect upon the occurrence of a future event or fact, other than the  
                          th
 passage of time.  The 90  day after the date of signing is:                                 
 The following event or fact will cause the document to take effect in the manner described below: 
  
                                                            Execution 
  
 The undersigned affirms that the person designated as registered agent  has consented to the 
 appointment.  The undersigned signs this document subject to the penalties imposed by law for the 
 submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the 
 undersigned is authorized under the provisions of  law governing the entity to execute the filing                  
 instrument. 
  
 Date:            
                                                             
                                                            Signature of authorized person (see instructions) 

                                                            Printed or typed name of authorized person. 
 
                                                                                                        Print Reset

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