Texas Registered Agent

The Business Organizations Code (BOC) requires every domestic or foreign business entity filing paperwork with the Secretary of State (SOS) to have a registered agent in Texas. This registered agent can be an officer or member of a company, a lawyer, a trusted friend or colleague, a professional service, or an entity.

Is a Registered Agent Required in Texas?

Generally, Texas law does not require registered agents for sole proprietorship and general partnership businesses. Per BOC §5.201(1), all domestic and foreign business entities (like limited liability companies, corporations, and limited partnerships) transacting business in Texas must maintain a registered agent and office in the state. Any company registered with the Texas Secretary of State must appoint a registered agent when filing a certificate of formation or application of registration paperwork. 

What Is a Registered Agent?

Per BOC §5.201(b)(1), a registered agent is a person or entity on whom may be served any notice, process, or demand required by law to be served on a business operating in Texas. A registered agent is needed to ensure notifications regarding time-sensitive events like a service of process for lawsuits get to the right individual within a company. 

What Does a Registered Agent Do?

Per BOC §5.206, the basic duties of a registered agent are to:

• Accept and forward or notify the represented company of any notice, process, or demand they receive.
• Provide the notices required to be given to the represented company to the address provided by the represented entity.

LLC Registered Agent in Texas

An LLC registered agent in Texas is an individual or entity responsible for receiving official correspondence on behalf of a limited liability company (LLC) in the state. An individual selected as an LLC’s registered agent must be resident in Texas. An entity that serves as a registered agent must have a registered office in Texas. The registered office must be an actual street address, not a mailbox service or a telephone answering service. LLCs appoint registered agents to perform the following tasks:

• Serve as the LLCs official “contact person.”
• Receive legal documents that are served against the LLC.
• Receive tax and other official business documents on the LLC’s behalf.

Do I Need a Registered Agent for My LLC in Texas?

Appointing a registered agent is a requirement for forming an LLC in Texas. Domestic LLCs are required to file a must file a Certificate of Formation (Form 205), while foreign LLCs must file an Application for Registration (Form 304) with the Texas Secretary of State (SOS). In filling out any of these organizational documents, the business must clearly indicate a registered agent who will receive legal documents on their behalf. 

Registered Agent of a Corporation

A registered agent of a corporation is a person or an entity appointed to accept legal documents on behalf of the business. Texas require every domestic and foreign corporation to designate or “register” an agent in the Certificate of Formation that they file with the Secretary of State. Registered agents help coporations stay up to date on legal compliance issues by accepting, informing, and reminding them of legal issues. With registered agents, coporationa are able to resolve any potential problems or take appropriate action in a timely manner. The registered agents of corporations typically handlepaperworks like legal documents, notice of a lawsuit, summons (service of process), tax forms, and government correspondence. 

Who Can Be a Registered Agent in Texas?

Per BOC §5.201(b)(2), a registered agent can be an individual resident in Texas or an organization that is registered or authorized to do business in Texas. Generally, registered agents receive important legal documents on behalf of the company they represent. The Texas Business Organization Code requires all registered agents to maintain a business office at the same address as the company’s registered office. The registered office:

• Is not required to be the filing company’s place of business 
• Should not be solely a mailbox service or a telephone answering service
• Must be situated at a street address where a process may be personally served on the company’s registered agent
• Legal Requirements of a Registered Agent in Texas

Per BOC §5.201(b)(2 ), the individual or entity must consent in a written or electronic form to be the filing company’s registered agent. If the registered agent is an organization, they must have an employee at the registered office during business hours who will receive service of process, notice, or demand. This employee can be anyone working in the organization. Texas law permits business owners, officers, or employees to serve as an entity’s registered agent, but a filing entity can not serve as its own registered agent. The filing entity may hire a Texas registered agent service. Businesses can use their accountants or attorneys as their registered agents. Note that the Texas Secretary of State (SOS) or other governmental agencies cannot serve as a company’s registered agent. However there are certain circumstances where the SOS may be appointed or deemed to have been appointed as a registered agent for an entity. BOC §5.251 provides instances where the SOS carries this responsibility:

• A domestic filing entity may be served through the SOS if:

• The company refuses to appoint a registered agent; or
• The company’s registered agent cannot be found at the registered office.
• A foreign filing entity may be served through the SOS if:
  • The company fails to appoint a registered agent;
  • The company ‘s registered agent cannot be found at the registered office;
  • The company’s registration is revoked; or
  • The company conducts business in Texas without registration (as stated in Chapter 9 of the Texas Business Organizations Code).

How To Choose a Registered Agent in Texas

One of the legal requirements for starting a business in Texas is to select a registered agent with a physical address in Texas. Generally, any adult with a street address in Texas can be designated as a registered agent. However, it is advisable not just to select anyone. The following guidelines should be considered to make a favorable choice: 

• State requirements: All business owners must ensure the person or entity they want to designate as their registered agent meets the requirements of the state as stated in BOC §5.201. 
• Experience: This is a crucial factor in selecting a registered agent for a business. Certain responsibilities come with being a registered agent that goes beyond receiving and delivering paperwork to an entity. A registered agent must be able to keep up with pending deadlines for annual reports, IRS matters, and many other situations. They also have to keep the represented entity updated on the details of every paperwork they receive and documents they file. This is why hiring a professional registered agent is better than business owners or employees being the registered agent of their companies. 
• Security: Businesses are frequently prone to cybercrimes, fraud, and other security breaches. Therefore, a company’s registered agent should have security measures in place to combat any breaches and take all the necessary steps to cover new threats as they arise. For example, they can use antispyware and malware solutions, encryption, antivirus software, password protection, and data access control measures. The registered agent should be well-trained in computer safety protocol and understand the potential dangers of opening suspicious emails or sharing their passwords with others. This is why it is better to hire registered agent services because they are likely to prioritize security.
• Technological tools: Ensure the registered agent has the necessary tech tools to perform their tasks. The person or entity should have reliable tools and equipment to upload, download and forward documents electronically. They should be able to monitor the company’s status, upcoming deadlines, and other important matters. This requires access to state databases and other necessary information so vital details are not overlooked. Most people do not have the necessary technology or do not understand how to use them. However, registered agent services often have ample tools to work with and the training required to make the most of them.

How Much Does a Registered Agent Service Cost in Texas

The cost of a registered agent service in Texas varies greatly depending on factors like qualification,  experience, qualifications, the represented entity size, and the specific service provided. Generally, a registered agent service can cost $100 to $300 annually. There is little or no cost associated with business owners being their own registered agents.  However, fines, penalties, and other legal ramifications associated with errors or delays in completing the required paperwork may be more costly than paying a registered agent service to handle all correspondence. 

Can I Be My Own Registered Agent in Texas

Yes, Texas law allows business owners to serve as an entity’s registered agent. However, the entity cannot serve as its registered agent (BOC §5.201(b)). Business owners considering to be their own registered agents must keep in mind that this added responsibility could impact thier privacy and the flexibility of their day-to-day business operations. Business owners who are their own registered agents enjoy the following benefits: 

• Confidentiality: Founders who are their own registered agents will be the ones to receive all the important compliance documents sent to the company. No one else will have access to any confidential paperwork for their businesses. 
• Saves money: Hiring a registered agent service is not expensive in Texas. However, business owners who are their own registered agents can save between $100 and $300 every year. 
• Greater convenience: Business owners whose job requires being present at their companies during normal business hours may find being their registered agents more convenient. 

Below are some disadvantages of business owners being their own registered agents:

• Availability: one of the major reasons most people choose not to be their own registered agent is because they have to be available every time at the principal address during normal business hours. This makes it difficult to have a sick leave, go on a vacation, leave the office to run errands or meet up with potential clients without the risk of missing a legal service.
• Create room for embarrassment: People who serve as their own registered agents may have situations where papers of lawsuits filed against their businesses are served to them at their offices in front of clients. This would look bad and affect the credibility of the business.
• The business address will be on public record: Any business that files its business formation paperwork with the Texas Secretary of State will be required to give the name and address of their registered agents. Upon filing the paperwork, the name and address of the registered agent will be considered public records. If the business owner is appointed as the registered agent, having their names and addresses as public information will increase the risks of privacy invasion and might even endanger thier safety, especially if the business is home-based. 
• More mail to process: Asides from privacy issues, business owners who make their address public can experience an uptick in the amount of junk mail they receive. Sorting this extra mail can be overwhelming, and important notices can get lost. However, hiring a registered agent means someone else would sort through the mail, eliminate the junk, and promptly ensure that important documents are sent to the company.

How To Change a Registered Agent in Texas

BOC §5.202 specifies the procedure to be followed when an entity conducting business in Texas desires to change its registered agent. Request to change a registered agent can be made online. Alternatively, a domestic or foreign entity can file a Statement of Change of Registered Office/Agent (Form 401 Word, PDF) with the Texas Secretary of State (SOS). The filing fee is $15, but a nonprofit corporation or a cooperative association must pay $5. Payment can be made by personal checks, money orders, or credit/debit cards (like MasterCard, Discover, LegalEase debit cards, or American Express, and Visa credit cards). All money orders or checks must be payable to the SOS through a U.S. bank or financial institution. Payments made via credit cards attract an additional statutorily fee of 2.7 percent of the total fees. 

The completed form can be submitted in duplicate along with the filing fee by mail, fax, or courier delivery. Fax applications should be sent to (512) 463-5709. Credit card information (Form 807) must accompany the fax transmission. In-person applications should be made during office hours (8 a.m. to 5 p.m. (Central Time), Monday through Friday). Mail applications should be addressed to the following:

Business & Commercial Section

Texas Secretary of State

P.O. Box 13697

Austin, TX 78711-3697 

Documents sent by Federal Express or couriers should be sent to the following delivery address:

Texas Secretary of State

James Earl Rudder Office Building

1019 Brazos

Austin, TX 78701

Upon filing Form 401, the SOS will return the appropriate evidence of filing to the filer along with a file-stamped copy of the form if a duplicate copy was provided.

What Happens If You Don’t Have a Registered Agent in Texas?

Domestic businesses without registered agents in Texas will be involuntarily terminated. While failure to have a registered agent will lead to the revocation of a foreign company’s registration to conduct business in Texas.

How To Become a Registered Agent in Texas

The process of becoming a registered agent in Texas is pretty straightforward. All that is required is to consent to serve as a registered agent by completing an Acceptance of Appointment and Consent to Serve as Registered Agent (Form 401-A  (Word, PDF)). It is not mandatory to file this form with the Texas State Secretary of State (SOS), but the represented entity should retain it. Represented entities will have the consent form indexed in their filing history if they file it with the SOS. The filing fee is $15, but nonprofit corporations or cooperative associations must pay $5. To officially select a registered agent, the business owner must list the person or entity’s name and address on the company’s certificate of formation while registering the company with the SOS. 

Texas Registered Agent Search

The Texas Secretary of State (SOS) has a SOSDirect portal where individuals can conduct a registered agent search for $1 or order certified or plain copies of business records. Information regarding the registered agent will be included in the business documents. Plain copies of documents can be printed directly from the website.  Plain copies of a business record cost $0.10 per page, while certified copies cost $15 for certification and $1 per page of the document ordered. Requesters do not need to have a SOSDirect account to order a record. They can log on as a temporary user. A Texas registered agent search can also be done by phone at (512) 463-5578, by email at corpcert@sos.texas.gov, or by mail. Mail requests should be forwarded to the SOS Certifying Team.

Certified Copies of imaged documents ordered online can be retrieved within two hours. Orders not placed online can be processed within one business day, but expedited orders can be ready within two hours. Copies of documents not imaged are processed within three business days. Expedited handling of each certified copy request for orders not placed online attracts a $10 fee.

Is Registered Agent Information Public Record in Texas?

Yes, registered agent information is public records in Texas. Specifically, the registered agent’s name and address will be available to the public. Individuals who want to keep their names and addresses private can use a registered agent service.

Generally, most information entered while filing a Certificate of Formation with the Texas Secretary of State becomes public records. However, the SOS is prohibited by law from releasing information like access device numbers, credit card and bank account numbers, Social Security numbers, and other confidential information under the Texas Public Information Act.