Application For Registration Of A Foreign Professional Association {311}

Form 311--General Information (Application for Registration for a Foreign Professional Association) 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 association is an association, other than a partnership, formed under the laws of a jurisdiction other than Texas that is formed for the specific purpose of providing a professional service that by law a for-profit corporation is prohibited from rendering. A foreign professional association may provide a professional service in this state only through owners, managerial officials, employees, or agents, each of whom is a professional individual who 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: Professional associations 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) 2521381 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 professional entity as stated in the entity's formation document. Do not include a "d/b/a" or assumed name in item 1. In addition, the name of the foreign entity must comply with chapter 5 of the BOC. Chapter 5 requires that: Form 311 Instruction Page 1 ­ Do not submit with filing. American LegalNet, Inc. www.FormsWorkFlow.com (1) the entity name contain a recognized term of organization for the entity type as listed in section 5.054 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 (BOC § 5.053). 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.texas.gov. 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. In addition, section 5.060 of the BOC provides that the name of a professional entity must not be contrary to a statute or regulation that governs a person who provides a professional service through the professional entity, including a rule of professional ethics. Consult the applicable regulatory board or agency about name requirements that might be applicable to the profession. The secretary of state cannot advise you regarding those requirements. 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 professional association are: "associated," "associates," "association," "professional association," 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 association's federal employer identification number (FEIN) in the space provided. The FEIN is a 9-digit number (e.g., 123456789) that is issued by the Internal Revenue Service (IRS). If the association has not received its FEIN at the time of submissio