- Commentary: Sections 5.151-5.155 of the Texas Business Organizations Code (BOC) govern the registration of the legal name of certain foreign entities. The following organizations may register their names: (1) any organization authorized to do business in Texas as a bank, trust company, or savings association, (2) any insurance company currently holding a valid certificate of authority to do business in Texas, and (3) any foreign entity not registered to transact business in Texas.
Neither a financial institution nor an insurance company can use this web form to register its name. Please complete form 502 on the SOS web site and submit by mail, fax or personal delivery.
Name registrations are effective for one year from the date of filing. A registration may be renewed during the ninety (90) days preceding the expiration date of the current registration. A renewal application must include the same items required in an original application, including the appropriate filing fee.
If the foreign entity is transacting business in Texas, the entity should file an application for registration with the secretary of state pursuant to Chapter 9 of the BOC. The name registration should only be filed if the entity is not transacting business in Texas.
- Web Form: The web form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form for any particular purpose. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the application for name registration.
During the web filing process, you will be directed from screen to screen to provide certain variable information with which to populate the form. After entry of the information, a document image will be displayed for your review. Certain statutorily required provisions have been drafted with standard pre-printed statements. For example, an application for name registration must state that the entity is a validly existing entity in its jurisdiction of formation. A statement to that effect is included in the name registration document. Consequently, please review the document carefully for accuracy since the BOC provides that a person commits an offense if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing.
- Execution: The application must be executed by an authorized officer of a corporation; a manager or managing-member of a limited liability company; a general partner of a partnership, or other duly authorized representative of the foreign entity seeking to register its legal name. Please note that 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.
- Fee: The fee for an application for registration of entity name is $40 (BOC § 4.151). Payments for web filings may be made by credit card or client account. Selection of the payment method is performed during the subscriber login process. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7% of the total fees. To view the available balance in your client account, select the Account tab from the navigation bar and select “Client Account Statements” from the Account Maintenance Menu.
- Name Availability Screen: Entity Name Registration Screen: After entering the legal name of the entity in the name field, you may wish to conduct a preliminary search of the name by clicking on the “Name Availability Search” button.
- Name Availability Search Option: Under section 5.053 of the BOC and the administrative rules adopted by the secretary of state, if the name chosen is 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, 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 the secretary of state web site by clicking on the Texas Register icon.
Do not presume that the name searched is "available" and will be approved for filing. Even if you believe the results do not reveal the same or deceptively similar name in use, the Office of the Secretary of State must still perform its own search after receipt of the document. A final determination regarding the entity name is not made until an examiner's review and filing of the document. You are strongly urged not to make financial expenditures or regulatory filings based upon the results of your search.
If you wish our office to provide a preliminary determination on the availability of the proposed name before submission, you may do so by telephone at (512) 463-5555, by dialing 7-1-1 for relay services, or by e-mail to firstname.lastname@example.org. This is only 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.
- Entity Address Screen: You must provide an address for the entity in the fields provided.
- Formation/Jurisdictional Information Screen: You must provide certain information regarding the foreign filing entity on this screen.
State/Country: If the foreign entity is formed under the laws of another state of the United States, please enter the two-letter abbreviation used by the postal service to identify the state of formation. After identifying the jurisdiction of formation, you may tab to the date of formation field since the country designation default is set as United States of America. If the foreign entity’s jurisdiction of formation is outside the US, then you may enter a recognized abbreviation or postal code (no more than 3 characters) for the state/province in the state field. For example, a Canadian corporation formed in British Columbia would enter BC in the state code field. You may use the drop down menu to select the appropriate country of formation. If the entity is created under the laws of a foreign jurisdiction for which there is no state or province code, please enter “YY” in the state field.
- Formation Date: Enter the month, day, and year of incorporation or organization in the jurisdiction of formation in the following format: mm/dd/yyyy (e.g., 05/15/1998 ).
- Purpose Screen: A brief statement of the business in which the entity is engaged should be stated in this screen.
- Attachment/Letter of Consent Screen: If this office has advised you that a letter of consent for use of a similar name is required, the letter of consent must be sent as an attachment to the document being submitted. Attachments must be in TIF, TXT, or PDF file format to be accepted. You may attach the letter of consent by following the instructions for attaching an electronic file written on the attachment screen. If the document does not require an attachment, then click on the “Continue” button to proceed to the next screen
- Execution Screen: An authorized officer of the corporation, a manager or member of a limited liability company, or a general partner of a limited partnership must sign the application for name registration. A person signs the electronic document by typing the person’s name and title in the field provided. For example, Jane Esquire, President of ABC Business Organizers, Inc.
- Document Display Screen: After completing the entry screens, the system will display an image of the document for purposes of your review. Please review the document carefully, as secretary of state personnel cannot edit the electronic document submitted for review. If the document must be corrected, then click on the “Edit Filing” button to return to the entry screens. Do not use the Back button on your browser.
If you wish to retain a copy of the document you are submitting, use the printer function of your browser to print the screen. After clicking on the “Submit Filing” button, you will receive a message confirming receipt of the filing that contains the session ID and the document tracking number of the document transmitted. You may wish to attach the receipt notice to your retained copy.