‹ Texas Filing Guide · All Penalties
Operating in Texas without a certificate of authority can trigger a civil penalty under state statute and bar your LLC from Texas courts. See the consequences and next steps below.
Texas charges a late filing fee of $750 for each calendar year (or part of a year) you operated unregistered after a 90-day grace period. You also owe back franchise taxes, the $750 registration fee, and the Attorney General can sue to collect all back fees, taxes, penalties, and interest under section 9.052. And you can't sue anyone in Texas courts on a cause arising from your in-state business until you register.
| What's at stake | If you don't register | Severity |
|---|---|---|
| Civil penalty | Civil penalty equal to all back fees, taxes, penalties, and interest; plus late filing fee of $750/year (registration fee multiplied by years unregistered). Registering now does not necessarily remove a penalty for earlier activity.Checked Aug 21, 2026 · statutes.capitol.texas.gov | High |
| Back fees on cure | Covered by the civil penalty above, which is measured by the fees and taxes you would have paid had you registered on time. It is the same money, not a second charge. Interest accrues on unpaid amounts. | High |
| Right to sue in state court | Closed for claims that come out of your in-state business. You cannot sue on a cause of action arising from the business you transacted in the state until you register. A claim unrelated to that business is not barred, and you can still defend yourself if someone sues you. | High |
| Contract validity | Contracts generally remain valid, but registration may be required before you can sue to enforce them. | Low |
| Personal liability | Your personal assets are still protected by the LLC. Failing to register does not by itself pierce the corporate veil. Other liability theories like veil-piercing, personal guarantees, and fraud are unaffected. | Low |
| State tax exposure | High. Texas imposes franchise tax on entities doing business in the state. Franchise tax is administered by the Texas Comptroller separately from Secretary of State registration. Verify with the Texas Comptroller of Public Accounts. | Medium |
| How it gets enforced | The Attorney General can bring enforcement proceedings under the cited statute. Timing and outcomes depend on the case. | N/A |
Here's how to fix it before any of this catches up to you.
You can file the foreign qualification yourself directly with the Texas Secretary of State for the standard filing fee. A wrong form version or a name conflict with an existing entity can delay approval. Check the form and required documents before submitting. The consequences of remaining unregistered are described above; they do not all accrue weekly.
File it yourself$750 + $125 = $875, the state fee plus a registered agent for the year
Have Northwest file it$750 + $225 = $975, the state fee plus the service, one year of registered agent included
These totals cover registration and the listed service only. Back fees, penalties, taxes and required attachments are extra. The DIY example includes a paid agent. State fees paid by card through Northwest carry a 2.7% card charge. Both routes leave you with the same registered agent obligation from year two.
Want help with the paperwork? Northwest can prepare and submit your foreign registration and serve as your registered agent. Hiring a service does not erase overdue fees, taxes or penalties.
Have Northwest register your LLC in Texas ↗Other options
Comparing services first? Read our full Northwest Registered Agent review and Harbor Compliance review for pricing, renewal behavior, and what each is best at.
Filing yourself anyway? See the Texas foreign LLC registration guide for the form, fee, and step-by-step process.
Different problem: this page is about registering in another state. If Texas has already put your own LLC into forfeiture or involuntary termination, see the Texas reinstatement guide instead.
Answer 3 questions to find out if your LLC needs to register in other states.
See the form, fee, and step-by-step process for changing your registered agent in Texas.
Learn what counts as “doing business” and which activities trigger the foreign qualification requirement.
See what Texas calls it, the state fee, and how to order it for a foreign registration.
This page provides general information based on publicly available Texas statutes. It is not legal advice and is not a substitute for advice from a licensed attorney about a specific situation. Statutes change. Court interpretations vary by case. Verify current statute text with the Texas legislature before relying on the information here. If you are facing enforcement action or a pending lawsuit, consult a Texas business attorney.