Texas LLC for Nonresidents: Formation and Franchise Tax Reports

Can a non-US resident form a Texas LLC?

Yes. Texas law does not restrict who can form or own a Texas business entity, other than requiring the organizer to be able to enter into a contract; you need not be a US citizen, a US resident or a Texas resident (Secretary of State FAQ). You file Form 205, Certificate of Formation, online through the state's SOSPortal at any hour, and pay $300 by bank debit (ACH) or by card, which adds a small convenience fee. Evidence of filing is emailed to the person who submits it (Form 205 instructions).

Living abroad does not change the filing itself. What makes a case not simple is the yearly follow-up: a foreign owner's federal Form 5472, revenue near the franchise tax threshold, an LLC from another state that already does business in Texas, or a report missed while the mail went to an address no one reads.

Gather before filing Form 205 (form):

• A name containing "limited liability company", "limited company" or an abbreviation of one.
• A registered agent who has agreed to serve, and the agent's Texas street address.
• Whether the LLC has managers, and the name and address of each initial manager or, if none, each initial member. With managers, the yearly public report lists the managers rather than the members.
• An initial mailing address for the Comptroller's tax mail; the form allows an address in any country.
• The organizer's name and address, and an email address for the filing evidence.

Do I need a registered agent in Texas?

Yes. Every Texas LLC must keep a registered agent and a registered office in Texas, and failing to keep them can lead to the LLC's involuntary termination (Form 205 instructions).

• Who can be the agent: an individual Texas resident, a Texas entity, or an out-of-state entity registered to do business in Texas. The LLC cannot be its own agent, and an owner who does not live in Texas cannot serve as an individual agent (Secretary of State FAQ).
• Registered office: a physical Texas address where the agent can be personally served during business hours, not solely a mailbox service or telephone answering service.

The agent receives lawsuits and official notices; it is not where tax mail goes. The initial mailing address on Form 205 is the address the Comptroller uses for tax information and correspondence, and it may be a street address or post office box (Form 205 instructions). If that address belongs to an agent or a forwarding service, Comptroller notices reach the owner only if the mail is forwarded. A new mailing address can be given in the Comptroller's eSystems account (Comptroller) or by blackening the address-change circle on the next report. Agent and registered-office changes are filed with the Secretary of State, not on the Comptroller's report (2026 franchise tax instructions).

What does a Texas LLC cost, and does it file an annual report?

The state charges $300 once to form. There is no yearly Secretary of State report or fee for an LLC; LLCs file their yearly reports with the Comptroller instead (Secretary of State FAQ).

Which Texas franchise tax reports are due every May 15, even with no tax due?

Every Texas LLC files a Public Information Report (PIR) each year, due May 15, or the next business day if it falls on a weekend or holiday, unless it is exempt from franchise tax or is a qualifying new veteran-owned business in its first five years (Comptroller). An LLC whose annualized total revenue is at or below $2,650,000 owes no franchise tax and files only the PIR; the old No Tax Due Report has been discontinued (Comptroller). The Comptroller sets the threshold by report year (Comptroller). If the same owner controls other companies, including ones formed outside Texas, that run one unitary business with the LLC, the threshold applies to the combined group's revenue (Comptroller FAQ; 2026 instructions).

The trap for owners abroad is assuming a single-member LLC the IRS ignores also owes Texas nothing. The Comptroller says legal formation, not federal tax treatment, decides who files, so a disregarded LLC is still a taxable entity (Comptroller FAQ). Which revenue counts and how the tax is computed belong to the Texas franchise tax guide.

The PIR is filed through the Comptroller's Webfile system or by mail (Comptroller). Filing on Webfile uses an XT number printed on the letter the Comptroller mails to the LLC about six weeks before each due date (Comptroller), so a letter sent to an address no one reads leaves the owner without it.

When is a new Texas LLC's first franchise tax report due?

The first report is due May 15 of the year after the year the LLC is formed, not in its first year (Comptroller FAQ). It covers the period from the formation date to the LLC's federal accounting year end in that same calendar year.

Before then, the Comptroller opens the LLC's franchise tax account from the Secretary of State filing and mails a letter. The LLC must complete the Franchise Tax Accountability Questionnaire online with the taxpayer number and FQ Webfile number in that letter; this is where it confirms its mailing address (Comptroller).

A short first period is annualized to test the threshold: divide the period's total revenue by its number of days, then multiply by 365. Annualizing only decides whether a report and tax are due; it is not the amount taxed (Comptroller). If the LLC's normal year end falls before its formation date, the first report covers only the formation day and reports zero; the next report starts on the formation date.

What does the Texas Public Information Report disclose?

For a Texas LLC, the PIR lists the name, title and mailing address of each manager and any officer, and of each member only if the LLC is member-managed, as of the filing date; the form says the information will be available for public inspection (2026 instructions; Form 05-102). It also lists:

• each company the LLC owns 10% or more of, and each company that owns 10% or more of the LLC;
• the registered agent and registered office;
• the principal office and principal place of business.

The Comptroller shows officer and director details from PIRs in its online entity search, and the Secretary of State keeps the management details, open to the public, on its records (Comptroller; Secretary of State). The person signing also declares that a copy was mailed to each listed person not employed by the LLC or a related company. Form 205 already puts the initial managers' or members' names and addresses on the public record. The Secretary of State notes that documents it holds are public and suggests a business or post office box address instead of a home address where privacy matters (Form 304 instructions).

Changes during the year go on the next PIR; an error can be fixed with an amended PIR and a cover letter (Comptroller).

What if a Texas report is missed while I'm abroad?

A late PIR alone carries no $50 late-filing penalty, but missing it can cost the LLC its right to do business in Texas (Comptroller notices). The Comptroller mails a Notice of Intent to Forfeit. If the LLC does not file its reports and pay what is due within 45 days of that notice, its right to transact business may be forfeited; if it still has not filed or paid within 120 days after that forfeiture, its Secretary of State registration can be forfeited too (2026 instructions).

Forfeiture shows on the Comptroller's public website, generally stops the LLC from suing or defending in a Texas court, and makes each officer, director, partner, member or owner personally liable for debts the LLC creates or incurs in Texas from the report's due date until the right is restored; restoring it does not erase that liability (Tax Code 171.255; Comptroller). Above the threshold, a late franchise tax report also costs $50 per report, plus penalties on late tax (Comptroller).

The notice goes to the mailing address on file, which is why that address matters for an owner abroad. For the fix, step by step, see Texas franchise tax.

Already have an LLC in another state: register it in Texas or form a new Texas LLC?

An LLC formed elsewhere that transacts business in Texas registers with Form 304 for $750; it does not need a second, Texas LLC to operate there (Form 304 instructions). Forming a new Texas LLC creates a separate company with its own reports, and does not remove the first LLC's own Texas duties on the sales it makes. Registration and franchise tax nexus (enough connection with Texas for the tax to apply) are two separate tests:

The Secretary of State says section 9.251 of the Business Organizations Code lists activities that are not transacting business, and that it cannot say whether a particular entity is transacting business (Secretary of State FAQ). An LLC that should have registered and did not cannot bring a suit in a Texas court until it registers, and is subject to a civil penalty equal to the fees and taxes it would have paid (Form 304 instructions). Economic nexus applies even with no physical presence in Texas (Comptroller). The general rules are in registering in another state.

Does selling into Texas need a Texas sales tax permit?

It may. A permit is required if the LLC is engaged in business in Texas and sells or leases goods or sells taxable services there (Comptroller). A remote seller whose Texas revenue for the preceding twelve calendar months is below $500,000 need not get a permit or collect Texas use tax, but only an out-of-state seller whose sole Texas activity is soliciting sales is a remote seller. A business located in Texas, or with a business location, salespeople or representatives there, is not one, so a Texas LLC should not assume the safe harbor covers it (Comptroller). Two points for owners abroad: an owner or officer without a Social Security number cannot use the online application and applies on Form AP-201 by email or fax instead, and for an LLC formed outside Texas, getting a Texas use tax permit starts franchise tax nexus. See Texas sales tax for out-of-state sellers.

What does a non-US owner file with the IRS: EIN and Form 5472?

A non-US owner usually gets the LLC's EIN by phone, fax or mail, and a single-member LLC wholly owned by a foreign person files a pro forma Form 1120 with Form 5472 for each year it has a reportable transaction with its owner, which includes money paid in to form or fund it.

• EIN: the online application is only for applicants whose principal place of business is in the US and who have the responsible party's SSN or ITIN; others apply by phone, fax or mail, and form the LLC with the state first (IRS). Telephone is available only to applicants with no US residence, principal place of business or office (Form SS-4 instructions). Details: EIN without an SSN.
• Form 5472: a US LLC with one foreign owner is treated as a corporation only for this reporting. It files a pro forma Form 1120 with Form 5472 attached, by the Form 1120 due date (April 15 of the following year for a calendar year, or later with an extension) (Form 5472 instructions). The penalty for not filing is $25,000. See foreign-owned single-member LLC filing.
• Tax forms for US payers: for a one-owner LLC the IRS disregards, the foreign owner gives a US customer or platform an appropriate Form W-8, not a Form W-9, and the payer uses it to decide whether to withhold US tax (Form W-9; Form W-8BEN instructions). See the tax form a foreign-owned LLC gives payers.
• Two or more owners: a US LLC with at least two members is a partnership by default (IRS) and files Form 1065 with a Schedule K-1 for each member (IRS). See an LLC owned by two non-residents and an LLC with a spouse living abroad.
• Beneficial ownership report: FinCEN says companies created in the US are exempt (FinCEN). See who still files a BOI report.

Does a Texas LLC lower tax where I live?

Not by itself. The IRS classifies an LLC by its number of members and any election, not by its state (IRS), and the country or state you live in decides how it taxes you and the LLC's profit; choosing Texas does not change that. If you live in Canada, see what a Canadian owner of a US LLC files; in mainland China, see a US company for a China-resident founder. Whether the LLC's profit is taxed in the US depends on where and how the business is carried on; see when foreign owners owe US tax. Texas also adds a duty of its own: the franchise tax reports above, whatever the IRS treatment. If you are still choosing, compare states for a non-resident LLC.

Example

These examples are illustrative; all figures are in US dollars.

Owner in Mexico importing goods

An owner living in Mexico forms a single-member Texas LLC on September 10 of year 1 and pays $300 by bank debit. The LLC uses a calendar year.

• Year 1: revenue from September 10 to December 31 (113 days) is $120,000. Annualized, that is $120,000 ÷ 113 × 365, about $387,600, below the threshold.
• May 15 of year 2: the LLC files its first PIR. Its first report period, September 10 to December 31 of year 1, is below the threshold once annualized, so no franchise tax report or tax is due.
• Year 2: revenue is $400,000. The LLC files its next PIR by May 15 of year 3.
• With the IRS: a pro forma Form 1120 with Form 5472 for each year with a reportable transaction between the LLC and its foreign owner; the money put in to form and fund it makes year 1 one of them. Whether the owner also files a US income tax return on the profit depends on whether the business is carried on in the US; importing and selling goods here can be (IRS). See when foreign owners owe US tax.

Report missed

The same LLC misses its PIR. No $50 late-report penalty applies to a late PIR alone. The Comptroller mails a Notice of Intent to Forfeit to the mailing address on file; if the PIR is still not filed 45 days later, the LLC's right to do business in Texas may be forfeited. Filing the PIR makes the account current. If the Secretary of State has also forfeited the registration, reinstatement also needs a tax clearance letter and a state filing. Had the LLC's revenue been above the threshold, a late franchise tax report would have added a $50 penalty plus penalties on any late tax.

Delaware LLC with Texas customers

An owner abroad has a Delaware LLC with no Texas office. In its calendar accounting year it has $600,000 of Texas gross receipts. That passes the $500,000 economic nexus test, so it has Texas franchise tax nexus from January 1 of that year. It is not registered with the Secretary of State, so it opens its franchise tax account with the Comptroller's paper Franchise Tax Accountability Questionnaire, then files a PIR by the following May 15. Its annualized total revenue from the whole business, say $1,500,000, is below the threshold, so no tax is due. If what it sells is taxable in Texas, $600,000 of Texas revenue is also above the $500,000 remote seller safe harbor, so it needs a Texas permit and collects use tax. If it later opens a Texas warehouse with staff, it likely transacts business there and registers with Form 304 for $750, within 90 days to avoid the late fee. Forming a second, Texas LLC would not remove the Delaware LLC's own nexus while sales stay in its name.

Different for you?

• One foreign owner and Form 5472: see foreign-owned single-member LLC filing, and if years were missed, missed foreign-owner filings and cross-border tax help.
• Revenue near $2,650,000, or a short first year to annualize: see Texas franchise tax and bookkeeping.
• An LLC from another state with Texas sales or staff: see registering in another state and business formation help.
• A missed report or a forfeiture notice: see Texas franchise tax, reinstating your company and business tax returns.
• You no longer use the LLC: the yearly Texas reports continue until it is terminated, with a final report in the year it ends (Comptroller); see closing an unused LLC from abroad.
• You live in Canada, or your home country also taxes the LLC's profit: see what a Canadian owner of a US LLC files and cross-border tax help.
• You live in Texas: see how to start an LLC in Texas.
• You are still choosing a state or setting up from abroad: see states for a non-resident LLC, a US LLC step by step and business formation help.
• A Canadian corporation working in Texas: see registering a Canadian corporation in a US state.