Form 305—General Information 
           (Application for Registration of a Foreign Professional Limited Liability Company) 
 
 The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code 
 provisions. This form and the information provided are  not substitutes for the advice and services  of an 
 attorney and tax specialist. 
 
                                         Commentary 
 
To transact business in Texas, a foreign professional  entity must register with the secretary of state 
under chapter 9 of the Texas Business Organizations Code (BOC).  A foreign professional limited 
liability company is a limited liability company formed under the laws of a jurisdiction other than Texas 
that is formed for the specific purpose of providing a professional service.  A “professional service” is 
any type of service that requires, as a condition precedent to the rendering of the service, the obtaining 
of a license in this state, including the personal  service rendered by an attorney, dentist, physician, 
public accountant, or veterinarian.  A foreign professional limited liability company (hereinafter PLLC) 
may provide a professional service in this state only through owners, managerial officials, employees, or 
agents, each of whom is a professional individual or professional organization that is licensed or duly 
authorized in this state to provide the same professional service provided by the entity. 
 
Reciprocity:  A foreign professional entity cannot obtain an application for registration unless the 
jurisdiction in which the professional entity is  incorporated or organized would permit reciprocal 
admission of a Texas professional entity formed under title 7 of the BOC.  
 
Failure to Register:  A foreign entity may engage in certain limited activities in the state without being 
required to register (BOC § 9.251).  However, a foreign entity that fails to register when required to do 
so 1) may be enjoined from transacting business in Texas on application by the attorney general, 2) may 
not maintain an action, suit, or proceeding in a court of this state until registered, and 3) is subject to a 
civil penalty in an amount equal to all fees and taxes that would have been imposed if the entity had 
registered when first required. 
 
Penalty for Late Filing:  A foreign entity that has transacted business in the state for more than ninety 
(90) days is also subject to a late filing fee.  The secretary of state may condition the filing of the 
registration on the payment of a late filing fee that is equal to the registration fee for each year, or part of 
a year, that the entity transacted business in the state without being registered. 
 
Taxes:     Limited liability companies are subject to a state franchise tax.  Contact the Texas Comptroller 
of Public Accounts, Tax Assistance Section, Austin, Texas, 78774-0100, (512) 463-4600 or (800) 252-
1381 for franchise tax information.  For information relating to federal employer identification numbers, 
federal income tax filing requirements, tax publications and forms call (800) 829-3676 or visit the 
Internal Revenue Service web site at www.irs.gov. 
 
                                     Instructions for Form 
 
 Item 1—Entity Name and Type:       Provide the full legal name of the foreign entity as stated in the 
  entity’s formation document.  The name of the foreign entity must comply with chapter 5 of the             
  BOC.  Chapter 5 requires that: 
 
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         (1) the entity name contain a recognized term of  organization for the entity type as listed in 
             section 5.059 of the BOC; 
         (2) the entity name not contain any word or phrase that indicates or implies that the entity is     
             engaged in a business that the entity is not authorized to pursue (BOC § 5.052); and 
         (3) the entity name not be 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.   
 
  If the entity name does not comply with chapter 5, 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   www.sos.state.tx.us/tac/index.shtml.  If you wish the 
  secretary of state to provide a preliminary determination on name availability, you may call (512) 
  463-5555, dial 7-1-1 for relay services, or e-mail your name inquiry to     corpinfo@sos.state.tx.us.  A 
  final determination cannot be made until the document is received and processed by the secretary of 
  state.  Do not make financial expenditures or execute documents based on 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. 
 
 Item 2A—Assumed Name: If the entity name fails to contain an appropriate organizational 
  designation for the entity type, a recognized organizational designation should be added to the legal 
  name and set forth in item 2A.  Accepted organizational designations for a foreign PLLC are the 
  words “professional limited liability company” or an abbreviation of those terms. 
 
 Item 2B—Assumed Name: If it has been determined that the entity’s legal name is not available for
  its use in Texas due to a conflict with a previously existing name, the foreign entity must obtain its
  registration to transact business under an assumed name that complies with chapter 5 of the BOC.  
  State the assumed name that the foreign entity elects to adopt for use in Texas in item 2B of the 
  certificate.  In addition, the foreign entity is  required to file an assumed name certificate in
  compliance with chapter 71 of the Texas Business & Commerce Code.  The promulgated form for
  filing the assumed name with the secretary of state is     Form 503.       This form is not acceptable for 
  filing with the county clerk. 
 
 Item 3—Federal Employer Identification Number: Enter the entity’s federal employer 
  identification number (FEIN) in the space provided.  The FEIN is a 9-digit number (e.g., 12-
  3456789) that is issued by the Internal Revenue Service (IRS).  If the entity has not received its 
  FEIN at the time of submission, this should be noted in item 3 on the application form.  Provision of 
  the FEIN number at the time of submission will assist in the establishment of the entity’s tax account 
  with the Comptroller of Public Accounts. 
 
 Item 4—Jurisdictional Information:         The application must state the foreign entity’s jurisdiction of  
  formation and the date of its formation in the format shown in the application.  
 
 Item 5—Certification of Existence:     The application must contain a statement that the entity exists 
  as a valid foreign filing entity of the stated type under the laws of the entity’s jurisdiction of 
  formation.   
 
 Item 6—Reciprocity Statement: The application must contain a statement that the jurisdiction of 
  formation of the foreign professional entity permits reciprocal admission of an entity formed under 
  the BOC. 

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 Item 7—Statement of Purpose:          The application must state the professional service that the entity     
  proposes to pursue in Texas.  The purpose of a foreign PLLC must comply with the provisions of 
  title 7 and chapter 2 of the BOC.  Except as provided by title 7, chapter 2 of the BOC limits the 
  purposes of a professional entity to: 
 
         (1) the provision of one type of professional service, unless the entity is expressly authorized to 
             provide more than one type of professional service under state law regulating the 
             professional services; and 
         (2) services ancillary to the provision of the professional service. 
 
  Joint Practice by Certain Professionals: Pursuant to section 301.012 of the BOC, the following 
  professionals are permitted to jointly form and own a PLLC to perform a professional service that 
  falls within the scope of practice of those practitioners. 
   
         (1) Doctors of medicine and doctors of osteopathy may jointly form            and own a PLLC with 
             persons licensed as podiatrists by the Texas State Board of Podiatric Medical Examiners to         
             perform professional services that fall within the scope of practice of those practitioners. 
         (2) Professionals, other than physicians, engaged in related mental health fields such as 
             psychology, clinical social work, licensed professional counseling, and licensed marriage and 
             family therapy may form a PLLC that is jointly owned by those practitioners to perform 
             professional services that fall within the scope of practice of those practitioners. 
         (3) Doctors of medicine and doctors of osteopathy may jointly form            and own a PLLC with 
             persons licensed as optometrists or therapeutic optometrists by the Texas Optometry Board to 
             perform professional services that fall within  the scope of practice of those practitioners.   
             Only a physician, optometrist, or therapeutic optometrist may hold an ownership interest in a 
             PLLC formed for the joint practice of medicine or osteopathy and optometry or therapeutic 
             optometry. 
   
  The state agencies exercising regulatory control over the professions to which these joint practice 
  provisions apply continue to exercise regulatory authority over their respective licenses. 
 
 Item 8—Beginning Date of Business:          Provide the date the foreign entity began or will begin to 
  transact business in the state.  If the foreign entity has had prior activities within the state, the entity  
  may wish to consult with a private attorney regarding the beginning date of business.  The beginning 
  date of business is the date the entity’s activities were considered the transaction of business for 
  purposes of registration under chapter 9 of the BOC.  If the entity has transacted business in Texas 
  for more than 90 days before submission, a late filing fee will be assessed. 
 
 Item 9—Principal Office Address: Provide the street or mailing address of the principal office of 
  the foreign entity. 
 
 Item 10—Initial Registered Agent and Registered Office: A registered agent can be either (option 
  A) a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an 
  individual resident of the state.  The foreign limited liability company cannot act as its own 
  registered agent; do not enter the entity name as the name of the registered agent. 
 
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  Consent:  Effective January 1, 2010, a person designated as the registered agent of an entity must 
  have consented, either in a written or electronic form, to serve as the registered agent of the entity. 
  Although consent is required, a copy of the person’s written or electronic consent need not be 
  submitted with the application for registration.  The liabilities and penalties imposed by sections 
  4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names 
  a person as the registered agent of an entity without that person’s consent. (BOC § 5.207) 
   
  Office Address Requirements:  The registered office address must be located at a street address 
  where service of process may be personally served on the entity’s registered agent during normal 
  business hours.  Although the registered office is not required to be the entity’s principal place of 
  business, the registered office may not be solely a mailbox service or telephone answering service 
  (BOC § 5.201). 
    
 Item 11—Appointment of Secretary of State:           By signing the application for registration, the 
  foreign entity consents to the appointment of the secretary of state as an agent of the foreign filing 
  entity for service of process under the circumstances described by section 5.251 of the BOC. 

 Item 12—Governing Persons: Provide the name and address of each person serving as part of the 
  governing authority of the foreign professional limited liability company.  Generally, this would be 
  the group of persons who are entitled to manage and direct the affairs of the foreign professional 
  limited liability company.  A minimum of one governing person is required.  If the governing person 
  is an individual, set forth the name of the individual in the format specified.  Do not use prefixes 
  (e.g., Mr., Mrs., Ms.).  Use the suffix box only for titles of lineage (e.g., Jr., Sr., III) and not for other 
  suffixes or titles (e.g., M.D., Ph.D.).  If the governing person is an organization, set forth the legal 
  name of the organization.  For each governing person, only one name should be entered.  Do not 
  include both the name of an individual and the name of an organization.  An address is always 
  required for each governing person. 
 
Please note that a document on file with the secretary of state is a public record that is subject to public 
access and disclosure.  When providing address information for governing persons, use a business or 
post office box address rather than a residence address if privacy concerns are an issue.  
 
 Supplemental Provisions/Information:       Additional space has been provided for additional text to 
  an item within this form. 
 
 Effectiveness of Filing:    The application for registration becomes effective when filed by the 
  secretary of state (option A).  However, pursuant to sections 4.052 and 4.053 of the BOC the 
  effectiveness of the instrument may be delayed to a date not more than ninety (90) days from the 
  date the instrument is signed (option B).  The effectiveness of the instrument also may be delayed on 
  the occurrence of a future event or fact, other than the passage of time (option C).  If option C is        
  selected, you must state the manner in which the event or fact will cause the instrument to take effect 
                      th
  and the date of the 90  day after the date the instrument is signed.  In order for the certificate to take  
  effect under option C, the entity must, within ninety (90) days of the filing of the certificate, file a 
  statement with the secretary of  state regarding the event or fact pursuant  to section 4.055  of the 
  BOC. 
 
  On the filing of a document with a delayed effective date or condition, the computer records of the 
  secretary of state will be changed  to show the filing of the document, the date of the filing, and the 
  future date on which the document will be effective or evidence that the effectiveness was 

Form 305 	                                        4 

  conditioned on the occurrence of a future event or fact.  In addition, at the time of such filing, the 
  status of the entity’s registration will be shown as “in existence” on the records of the secretary of 
  state. 

 Execution:    Pursuant to section 4.001 of the BOC, the application for registration must be signed by 
  a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument. 
  Generally, a governing person or managerial official of the entity signs a filing instrument. 

  The application for registration need not be notarized.  However, before signing, please read the 
  statements on this form carefully.  The designation or appointment of a person as the registered 
  agent by a managerial official is an affirmation by that official that the person named in the 
  instrument has consented to serve as registered agent.  (BOC § 5.2011, effective January 1, 2010) 

  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. 

 Payment and Delivery Instructions: The filing fee for an application for registration for a PLLC is  
  $750.  In addition, the foreign entity will be assessed a late filing fee for each year of delinquency if 
  the entity has transacted business in Texas for more than 90 days prior to filing the application for  
  registration.  For purposes of computing the late filing fee, a partial calendar year is counted as a full 
  year.  Fees may be paid by personal checks, money orders, LegalEase debit cards, or American 
  Express, Discover, MasterCard, and Visa credit cards.  Checks or money orders must be payable 
  through a U.S. bank or financial institution and made payable to the secretary of state.  Fees paid by 
  credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees. 

  Submit the completed form in duplicate along with the filing fee.  The form may be mailed to P.O. 
  Box 13697, Austin, Texas 78711-3697; faxed to (512)  463-5709; or delivered to the James Earl 
  Rudder Office Building, 1019 Brazos, Austin, Texas 78701.  If a document is transmitted by fax, 
  credit card information must accompany the transmission (Form 807).  On filing the document, the 
  secretary of state will return the appropriate evidence of filing to the submitter together with a file-
  stamped copy of the document, if a duplicate copy was provided as instructed. 

 FYI:   A registered foreign limited liability company is required to maintain a registered agent and a 
  registered office address in Texas.  If the registered agent or registered office address changes, it is 
  important to file a statement with the secretary of state to effect a change to the application for 
  registration.  Failure to maintain a registered agent and registered office may result in the revocation 
  of the foreign filing entity’s registration. 

  Revised 05/11 

Form 305                                       5 

Form 305                                                                   This space reserved for office use. 
(Revised 05/11) 
Submit in duplicate to: 
Secretary of State 
P.O. Box 13697 
Austin, TX 78711-3697                  Application for 
512 463-5555                           Registration of 
FAX: 512/463-5709              a Foreign Professional 
Filing Fee:  $750              Limited Liability Company

1.  The entity is a foreign professional limited liability company.  The name of the entity is: 

Provide the full legal name of the entity as stated in the entity’s formation document in its jurisdiction of formation. 
2A.  The name of the entity in its jurisdiction of formation does not contain the word “professional 
limited liability company” (or an abbreviation thereof).  The name of the entity with the word or 
abbreviation that it elects to add for use in Texas is: 

2B.  The entity name is not available in Texas.  The assumed name under which the entity will qualify 
and transact business in Texas is: 

The assumed name must include an acceptable organizational identifier or an accepted abbreviation of one of these terms. 
3.  Its federal employer identification number is: 
Federal employer identification number information is not available at this time. 

4.  It is organized under the laws of: (set forth state or foreign country)

and the date of its formation in that jurisdiction is:  
                                                                                  mm/dd/yyyy 
5.  As of the date of filing, the undersigned certifies that the foreign professional limited liability 
company currently exists as a valid professional limited liability company under the laws of the 
jurisdiction of its formation. 
6.  The jurisdiction of formation of the foreign professional entity permits reciprocal admission of an 
entity formed under the Texas Business Organizations Code. 

7.  The type of professional service that the professional limited liability company proposes to pursue 
in Texas is set forth below. 

The entity also certifies that it is authorized to pursue such stated purpose in the state or country under 
which it is organized. 

8.  The date on which the foreign entity intends to transact business in Texas, or the date on which the 
foreign entity first transacted business in Texas is:
                                                        mm/dd/yyyy         Late fees may apply (see instructions). 
9.  The principal office address of the limited liability company is: 

Address                                City                                State  Country  Zip/Postal Code 

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                           Complete item 10A or 10B, but not both.  Complete item  10C. 
     10A.  The initial registered agent is an organization (cannot be entity named  above) by the name of: 

 OR 
    10B.  The initial registered agent is an individual resident of the state whose name is: 

 First Name                M.I.           Last Name                                                        Suffix 

 10C.  The business address of the registered agent and the registered office address is: 

                                                                                           TX           
 Street Address                 City                                                       State  Zip Code 
  
 11.  The entity hereby appoints the Secretary of State of Texas as its agent for service of process under 
 the circumstances set forth in section 5.251 of the Texas Business Organizations Code. 
  
 12.  The name and address of each governing person is: 
 
 NAME AND ADDRESS OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.) 
    IF INDIVIDUAL 

    First Name                  M.I.      Last Name                                                    Suffix 
 OR                               
    IF ORGANIZATION 
          
    Organization Name
                                                                                                             
 Street or Mailing Address           City                                               State Country  Zip Code   
  
 NAME AND ADDRESS OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.) 
    IF INDIVIDUAL 

    First Name                  M.I.      Last Name                                                    Suffix 
 OR                               
    IF ORGANIZATION 
          
    Organization Name
                                                                                                             
 Street or Mailing Address           City                                               State Country  Zip Code   
  
 NAME AND ADDRESS OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.) 
    IF INDIVIDUAL 

    First Name                  M.I.      Last Name                                                    Suffix 
 OR                               
    IF ORGANIZATION 
          
    Organization Name
                                                                                                             
 Street or Mailing Address           City                                               State Country  Zip Code   
  
Form 305                                  7 

                                       Supplemental Provisions/Information 

 Text Area: [The attached addendum, if any, is incorporated herein by reference.] 
       
                                       Effectiveness of Filing (Select either A,  B, or C.)  
  
 A.       This document becomes effective when the document is filed by the secretary of state. 
 B.    This document becomes effective at a later date, which is not more than ninety (90) days from 
 the date of signing.  The delayed effective date is:                       
 C.    This document takes effect upon the occurrence of a future event or fact, other than the  
                          th
 passage of time.  The 90  day after the date of signing is:                                 
 The following event or fact will cause the document to take effect in the manner described below: 
  
                                                            Execution 
  
 The undersigned affirms that the person designated as registered agent  has consented to the 
 appointment.  The undersigned signs this document subject to the penalties imposed by law for the 
 submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the 
 undersigned is authorized under the provisions of  law governing the entity to execute the filing                  
 instrument. 
  
 Date:            
                                                             
                                                            Signature of authorized person (see instructions) 

                                                            Printed or typed name of authorized person. 
 
                                                                                                Print         Reset

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