TX registered agent
Texas registered agent service, $5 a year
Texas requires every corporation and LLC on its books to keep a registered agent at a real address in the state. Here is what Texas law says about who that agent has to be and where it has to be.
What Texas requires of a registered agent
The requirement
One unified rule for all filing entities and foreign filing entities (BOC ch. 5 applies code-wide): the registered agent may be a Texas-resident individual or an organization registered/authorized to do business in Texas - but never the entity itself - and in either case the agent must have consented in the SOS's written or electronic form and must maintain a business office at the registered office address. The registered office must be a street address where process can be personally served and may not be solely a mailbox or telephone answering service; an organization serving as agent must have an employee available there during normal business hours (§ 5.201(d)).
The registered agent ... may be: (A) an individual who: (i) is a resident of this state; and (ii) has consented in a written or electronic form to be developed by the office of the secretary of state to serve as the registered agent of the entity; or (B) an organization, other than the filing entity or foreign filing entity to be represented, that: (i) is registered or authorized to do business in this state; and (ii) has consented in a written or electronic form ... and (3) must maintain a business office at the same address as the entity's registered office. (c) The registered office ... (3) may not be solely a mailbox service or a telephone answering service.
Source: state statute, via incFACTS: Tex. Bus. Orgs. Code § 5.201(b)-(c)
How we comply
We don't.
What Texas does to your company when we don't
Here is what the state does to an entity that has no agent, or whose agent is us.
Administrative dissolution
The SOS may involuntarily terminate a domestic filing entity's existence if it fails to maintain a registered agent or registered office and does not cure within 90 days of the SOS's mailed notice.
The secretary of state may terminate a filing entity's existence if the secretary finds that: (1) the entity has failed to, and, before the 91st day after the date notice was mailed has not corrected the entity's failure to: (A) file a report within the period required by law or pay a fee or penalty prescribed by law when due and payable; or (B) maintain a registered agent or registered office in this state as required by law...
Source: state statute, via incFACTS: Tex. Bus. Orgs. Code § 11.251(b)(1)(B)
Revocation (foreign entities)
The SOS may revoke a foreign filing entity's registration if it fails to maintain a registered agent or registered office in Texas and does not cure within 90 days of mailed notice.
The secretary of state may revoke a foreign filing entity's registration if the secretary of state finds that: (1) the entity has failed to, and, before the 91st day after the date notice was mailed, has not corrected the entity's failure to: (A) file a report within the period required by law or pay a fee or penalty prescribed by law when due and payable; (B) maintain a registered agent or registered office in this state as required by law...
Source: state statute, via incFACTS: Tex. Bus. Orgs. Code § 9.101(b)(1)(B)
No access to the courts
A foreign filing entity transacting business in Texas without registration (e.g., after revocation) may not maintain an action, suit, or proceeding in a Texas court on a cause arising out of that business until registered.
A foreign filing entity or the entity's legal representative may not maintain an action, suit, or proceeding in a court of this state, brought either directly by the entity or in the form of a derivative action in the entity's name, on a cause of action that arises out of the transaction of business in this state unless the foreign filing entity is registered in accordance with this chapter.
Source: state statute, via incFACTS: Tex. Bus. Orgs. Code § 9.051(b)
Civil penalty
An unregistered foreign filing entity transacting business in Texas is liable to the state for a civil penalty equal to all fees and taxes it would have paid had it registered, plus penalties and interest; the attorney general may sue to recover.
A foreign filing entity that transacts business in this state and is not registered under this chapter is liable to this state for a civil penalty in an amount equal to all: (1) fees and taxes that would have been imposed by law on the entity had the entity registered when first required and filed all reports required by law; and (2) penalties and interest imposed by law for failure to pay those fees and taxes.
Source: state statute, via incFACTS: Tex. Bus. Orgs. Code § 9.052(a)
And also
Late filing fee for a foreign entity that transacted business more than 90 days without registering: the registration fee multiplied by each (full or partial) calendar year of unregistered business.
The amount of the late filing fee is an amount equal to the product of the amount of the registration fee for the foreign filing entity multiplied by the number of calendar years that the entity transacted business in this state without being registered. For purposes of computing the fee, a partial calendar year is counted as a full calendar year.
Source: state statute, via incFACTS: Tex. Bus. Orgs. Code § 9.054
And also
Naming a person as registered agent without their consent is a false filing: civil liability for damages, court costs and attorney's fees (§ 4.007), and a criminal offense - Class A misdemeanor, or state jail felony if intent to defraud or harm (§ 4.008); the named person may file a no-fee statement of rejection (§ 5.205).
Sections 4.007 and 4.008 apply with respect to a false statement in a registered agent filing that names a person the registered agent of a represented entity without the person's consent. ... An offense under this section is a Class A misdemeanor unless the actor's intent is to defraud or harm another, in which event the offense is a state jail felony.
Source: state statute, via incFACTS: Tex. Bus. Orgs. Code §§ 5.207, 4.008(b)
The bill to come back
Reinstatement fee
Reinstatement after involuntary termination or revocation costs $75 (for-profit corporations; LLCs pay the same fee via § 4.154) and requires a comptroller tax-clearance letter for taxable entities (§ 11.253(c)(2)). Reinstatement before the third anniversary makes existence continuous (§ 11.253(d)).
(14) for filing an application for reinstatement of a corporation or registration as a foreign corporation after involuntary termination or revocation, $75;
Source: state statute, via incFACTS: Tex. Bus. Orgs. Code § 4.152(14)
What happens to the lawsuit you never saw
Substituted service
The Secretary of State is the entity's agent for service if a filing entity or foreign filing entity fails to appoint or maintain a registered agent, or the agent cannot with reasonable diligence be found at the registered office (also for a foreign entity whose registration is revoked or that transacts business unregistered). Service is effected by delivering duplicate copies plus the required fee to the SOS, who forwards one copy by certified mail to the entity's most recent address on file (§§ 5.252-5.253). Certain officers, partners, managers and members are also agents for service as a matter of law (§ 5.255).
The secretary of state is an agent of an entity for purposes of service of process, notice, or demand on the entity if: (1) the entity is a filing entity or a foreign filing entity and: (A) the entity fails to appoint or does not maintain a registered agent in this state; or (B) the registered agent of the entity cannot with reasonable diligence be found at the registered office of the entity; or (2) the entity is a foreign filing entity and: (A) the entity's registration to do business under this code is revoked; or (B) the entity transacts business in this state without being registered as required by Chapter 9.
Source: state statute, via incFACTS: Tex. Bus. Orgs. Code § 5.251
Statutory text as captured by incFACTS (retrieved 2026-08-01, verified word-for-word against the state code 2026-08-10). Laws change. The statute governs; this page does not.