Two states investments
Investor · Member since 2021 · 9 posts · 6 votes
Two states investments
Most Popular Reply
Investor · VA · Member since 2015 · 21k+ posts · 19k+ votes
3yQuote from @Bar Shalom Laniado:
Hey,
I am a Wisconsin investor and I consider start investing in TX.
I have LLC in Wisconsin. Could you please advice regarding the following:
1. Can I use the Wisconsin LLC to hold my TX properties?
2. Should I do it? Are there advantages to open a new LLC?
Note: I may practice in wholesale deals in both markets
Thanks!
Yes you can do it, you just need to register the company as a foreign entity. you should talk to your CPA about opening a new business versus keeping it as it relates to taxes and if there are any benefits for having 2 versus 1.
7e investments53 Reviews
29 Replies
- Investor · VA · Member since 2015 · 21k+ posts · 19k+ votes3y
Quote from @Bar Shalom Laniado:
Hey,
I am a Wisconsin investor and I consider start investing in TX.
I have LLC in Wisconsin. Could you please advice regarding the following:
1. Can I use the Wisconsin LLC to hold my TX properties?
2. Should I do it? Are there advantages to open a new LLC?
Note: I may practice in wholesale deals in both markets
Thanks!
Yes you can do it, you just need to register the company as a foreign entity. you should talk to your CPA about opening a new business versus keeping it as it relates to taxes and if there are any benefits for having 2 versus 1.
7e investments53 Reviews - 3yMichael PlaksPro MemberTax Accountant / Enrolled Agent · Houston, TX · Member since 2014 · 5k+ posts · 6k+ votes
In order to do business in TX, your WI LLC needs to register with the state of TX as a "foreign company doing business in TX." This costs $750. Forming a brand new Texas LLC costs $300.
- Broker/Flipper · Austin, TX · Member since 2013 · 4k+ posts · 4k+ votes3y
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
- 3yMichael PlaksPro MemberTax Accountant / Enrolled Agent · Houston, TX · Member since 2014 · 5k+ posts · 6k+ votes
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
- Accountant · Franklin, TN · Member since 2023 · 204 posts · 91 votes3y
I would personally set up a Texas LLC to invest in the property. SMLLCs are disregarded entities for federal tax purposes anyway. Good luck!
- Broker/Flipper · Austin, TX · Member since 2013 · 4k+ posts · 4k+ votes3y
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
- Specialist · Winter Springs, FL · Member since 2009 · 1k+ posts · 747 votes3y
Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
I believe Texas considers an LLC to be an entity which is required to register to transact business. I also believe buying and selling real property would be considered transacting business. As a result, I further believe a title insurance underwriter would require a foreign LLC to be registered before insuring a conveyance out of or Deed of Trust from a foreign LLC. If you have a case and/or an underwriter's guidance saying otherwise I'd be interested in reading it.
- Broker/Flipper · Austin, TX · Member since 2013 · 4k+ posts · 4k+ votes3y
Quote from @Peter Walther:
Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
I believe Texas considers an LLC to be an entity which is required to register to transact business. I also believe buying and selling real property would be considered transacting business. As a result, I further believe a title insurance underwriter would require a foreign LLC to be registered before insuring a conveyance out of or Deed of Trust from a foreign LLC. If you have a case and/or an underwriter's guidance saying otherwise I'd be interested in reading it.
While I typically do not always flip houses thru one of my Wyoming LLCs(Almost always a Texas LLC) I have done 30 + over the years utilizing them. I have flipped house in 25 states and the only state that forced me to register to close with title insurance was North Dakota.
- 3yMichael PlaksPro MemberTax Accountant / Enrolled Agent · Houston, TX · Member since 2014 · 5k+ posts · 6k+ votes
Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
Semantics. It IS required by law, but what you're saying is that this requirement has not been enforced by title companies you dealt with.
And you cannot with a straight face claim that buying or selling real properties located is Texas would not constitute transacting business in Texas, under any conceivable definition.
- 3ySim AndersonPro MemberInvestor · Northern Virginia · Member since 2023 · 14 posts · 16 votes
Much like you I have investments in different states. I was advised by both a lawyer and a CPA to create an LLC in the state where the property is located and to use a Wyoming LLC as the holding company for the properties I own.
- Specialist · Winter Springs, FL · Member since 2009 · 1k+ posts · 747 votes3y
Quote from @Greg H.:
Quote from @Peter Walther:
Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
I believe Texas considers an LLC to be an entity which is required to register to transact business. I also believe buying and selling real property would be considered transacting business. As a result, I further believe a title insurance underwriter would require a foreign LLC to be registered before insuring a conveyance out of or Deed of Trust from a foreign LLC. If you have a case and/or an underwriter's guidance saying otherwise I'd be interested in reading it.
While I typically do not always flip houses thru one of my Wyoming LLCs(Almost always a Texas LLC) I have done 30 + over the years utilizing them. I have flipped house in 25 states and the only state that forced me to register to close with title insurance was North Dakota.
Of course I can't speak to the requirements of the title agents you've dealt with, but here are the requirements of one title insurer that I worked for at one time and reflect the requirements as I recall them for all the other insurers I worked for at various times.
"If the conveyance is from an out-of-state LLC, a review of the law of the state of formation
for requirements with respect to organization, existence, and authority. Currently, all fifty
states and the District of Columbia have enacted LLC statutes that permit the qualification of
foreign LLCs. Failure to so qualify may render any purported conveyance or mortgage by the foreign LLC invalid. (emphasis added) The laws of both states must be checked to determine the classification and treatment of the LLC and its members. If an LLC is conveying, purchasing or mortgaging property in another state, the state where the property is located will recognize limited liability of the members and the existence of the foreign LLC entity;" - Broker/Flipper · Austin, TX · Member since 2013 · 4k+ posts · 4k+ votes3ySo that is what your 10 second google search showed and you have now determined it “is the law” even though the statute does not define doing business? So did you happen to actually read the link and see the 16 exceptions? Number 15 is owning Real Property.
Quote from @Michael Plaks:
Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
Semantics. It IS required by law, but what you're saying is that this requirement has not been enforced by title companies you dealt with.
And you cannot with a straight face claim that buying or selling real properties located is Texas would not constitute transacting business in Texas, under any conceivable definition.
- Broker/Flipper · Austin, TX · Member since 2013 · 4k+ posts · 4k+ votes3y
Quote from @Peter Walther:
Quote from @Greg H.:
Quote from @Peter Walther:
Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
I believe Texas considers an LLC to be an entity which is required to register to transact business. I also believe buying and selling real property would be considered transacting business. As a result, I further believe a title insurance underwriter would require a foreign LLC to be registered before insuring a conveyance out of or Deed of Trust from a foreign LLC. If you have a case and/or an underwriter's guidance saying otherwise I'd be interested in reading it.
While I typically do not always flip houses thru one of my Wyoming LLCs(Almost always a Texas LLC) I have done 30 + over the years utilizing them. I have flipped house in 25 states and the only state that forced me to register to close with title insurance was North Dakota.
Of course I can't speak to the requirements of the title agents you've dealt with, but here are the requirements of one title insurer that I worked for at one time and reflect the requirements as I recall them for all the other insurers I worked for at various times.
"If the conveyance is from an out-of-state LLC, a review of the law of the state of formation
for requirements with respect to organization, existence, and authority. Currently, all fifty
states and the District of Columbia have enacted LLC statutes that permit the qualification of
foreign LLCs. Failure to so qualify may render any purported conveyance or mortgage by the foreign LLC invalid. (emphasis added) The laws of both states must be checked to determine the classification and treatment of the LLC and its members. If an LLC is conveying, purchasing or mortgaging property in another state, the state where the property is located will recognize limited liability of the members and the existence of the foreign LLC entity;"As I stated above, Texas does not define doing business and owning real property appears to be an exception.
As far as other states, I don’t profess to know the statutes in every state nor do I make statements on BP without actual knowledge. I have done at least 100 deals in other states at random title companies and only one state North Dakota forced me to register. So I can’t imagine this got by many many different underwriters nor was ever an exception to my title policy as the buyer or seller - 3yMichael PlaksPro MemberTax Accountant / Enrolled Agent · Houston, TX · Member since 2014 · 5k+ posts · 6k+ votes
Quote from @Greg H.:
So that is what your 10 second google search showed and you have now determined it “is the law” even though the statute does not define doing business? So did you happen to actually read the link and see the 16 exceptions? Number 15 is owning Real Property.Yes, I did. Owning is different from buying, selling or leasing.
Title companies can use it as a loophole to minimize their work - something they do every chance they get.
I'm not an attorney, and I don't believe you are, either. Neither of us is then qualified to interpret the law. It's fine if we interpret it differently.
Your reasoning of "no title company ever gave me hard time over it" does not translate into "it's not a requirement." Just because nobody catches shoplifters does not mean that there is "no requirement" to pay for stuff.
We would not have had this discussion if you stated your experience more accurately, as in: "In my personal experience, you can continue to do transactions in TX with an out-of-state LLC without objections from title companies." This is NOT the same as saying "there is no requirement to register it."
- Broker/Flipper · Austin, TX · Member since 2013 · 4k+ posts · 4k+ votes3y
Quote from @Michael Plaks:
Quote from @Greg H.:
So that is what your 10 second google search showed and you have now determined it “is the law” even though the statute does not define doing business? So did you happen to actually read the link and see the 16 exceptions? Number 15 is owning Real Property.Yes, I did. Owning is different from buying, selling or leasing.
Title companies can use it as a loophole to minimize their work - something they do every chance they get.
I'm not an attorney, and I don't believe you are, either. Neither of us is then qualified to interpret the law. It's fine if we interpret it differently.
Your reasoning of "no title company ever gave me hard time over it" does not translate into "it's not a requirement." Just because nobody catches shoplifters does not mean that there is "no requirement" to pay for stuff.
We would not have had this discussion if you stated your experience more accurately, as in: "In my personal experience, you can continue to do transactions in TX with an out-of-state LLC without objections from title companies." This is NOT the same as saying "there is no requirement to register it."
So how does one own without buying? Aside From a very small percentage of transactions, an LLC buys a property. Again, the statute does not define "conducting business" yet you have. My Attorney as well as many underwriters and title company lawyers have the opposite interpretation as yourself based on the statute
Your anology reqarding shoplifting is litterally one of the worst I have encountered in all my years on BP. Title Insurance is insurance and the company providing said insurance is looking to avoid a claim as that costs them money. So.....if an LLC was required to register it would no doubt be a requirement to register - Specialist · Winter Springs, FL · Member since 2009 · 1k+ posts · 747 votes3y
Quote from @Greg H.:
Quote from @Peter Walther:
Quote from @Greg H.:
Quote from @Peter Walther:
Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
I believe Texas considers an LLC to be an entity which is required to register to transact business. I also believe buying and selling real property would be considered transacting business. As a result, I further believe a title insurance underwriter would require a foreign LLC to be registered before insuring a conveyance out of or Deed of Trust from a foreign LLC. If you have a case and/or an underwriter's guidance saying otherwise I'd be interested in reading it.
While I typically do not always flip houses thru one of my Wyoming LLCs(Almost always a Texas LLC) I have done 30 + over the years utilizing them. I have flipped house in 25 states and the only state that forced me to register to close with title insurance was North Dakota.
Of course I can't speak to the requirements of the title agents you've dealt with, but here are the requirements of one title insurer that I worked for at one time and reflect the requirements as I recall them for all the other insurers I worked for at various times.
"If the conveyance is from an out-of-state LLC, a review of the law of the state of formation
for requirements with respect to organization, existence, and authority. Currently, all fifty
states and the District of Columbia have enacted LLC statutes that permit the qualification of
foreign LLCs. Failure to so qualify may render any purported conveyance or mortgage by the foreign LLC invalid. (emphasis added) The laws of both states must be checked to determine the classification and treatment of the LLC and its members. If an LLC is conveying, purchasing or mortgaging property in another state, the state where the property is located will recognize limited liability of the members and the existence of the foreign LLC entity;"As I stated above, Texas does not define doing business and owning real property appears to be an exception.
As far as other states, I don’t profess to know the statutes in every state nor do I make statements on BP without actual knowledge. I have done at least 100 deals in other states at random title companies and only one state North Dakota forced me to register. So I can’t imagine this got by many many different underwriters nor was ever an exception to my title policy as the buyer or sellerAll I can rely on is my thirty years of experience underwriting and doing claims for six various title insurance underwriters that covered about 2/3 of the US and none of them would have allowed a policy issuing agent of theirs to issue a title policy insuring a deed or mortgage (or deed of trust) from a foreign LLC that had not been domesticated.
- Broker/Flipper · Austin, TX · Member since 2013 · 4k+ posts · 4k+ votes3ySo we are at a stalemate with my 30+ years of experience in 1/2 of the US not being required to do so. Literally closed in a sale in West Texas last week using my Wyoming LLC as well as a purchase in Louisiana using my Texas LLC. The one in Louisiana closed at a law firm that gave me their opinion 6 or 7 years ago that by not registering I gave up my right to bring suit which I am more than good in doing so
Quote from @Peter Walther:
Quote from @Greg H.:
Quote from @Peter Walther:
Quote from @Greg H.:
Quote from @Peter Walther:
Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
I believe Texas considers an LLC to be an entity which is required to register to transact business. I also believe buying and selling real property would be considered transacting business. As a result, I further believe a title insurance underwriter would require a foreign LLC to be registered before insuring a conveyance out of or Deed of Trust from a foreign LLC. If you have a case and/or an underwriter's guidance saying otherwise I'd be interested in reading it.
While I typically do not always flip houses thru one of my Wyoming LLCs(Almost always a Texas LLC) I have done 30 + over the years utilizing them. I have flipped house in 25 states and the only state that forced me to register to close with title insurance was North Dakota.
Of course I can't speak to the requirements of the title agents you've dealt with, but here are the requirements of one title insurer that I worked for at one time and reflect the requirements as I recall them for all the other insurers I worked for at various times.
"If the conveyance is from an out-of-state LLC, a review of the law of the state of formation
for requirements with respect to organization, existence, and authority. Currently, all fifty
states and the District of Columbia have enacted LLC statutes that permit the qualification of
foreign LLCs. Failure to so qualify may render any purported conveyance or mortgage by the foreign LLC invalid. (emphasis added) The laws of both states must be checked to determine the classification and treatment of the LLC and its members. If an LLC is conveying, purchasing or mortgaging property in another state, the state where the property is located will recognize limited liability of the members and the existence of the foreign LLC entity;"As I stated above, Texas does not define doing business and owning real property appears to be an exception.
As far as other states, I don’t profess to know the statutes in every state nor do I make statements on BP without actual knowledge. I have done at least 100 deals in other states at random title companies and only one state North Dakota forced me to register. So I can’t imagine this got by many many different underwriters nor was ever an exception to my title policy as the buyer or sellerAll I can rely on is my thirty years of experience underwriting and doing claims for six various title insurance underwriters that covered about 2/3 of the US and none of them would have allowed a policy issuing agent of theirs to issue a title policy insuring a deed or mortgage (or deed of trust) from a foreign LLC that had not been domesticated.
- Specialist · Winter Springs, FL · Member since 2009 · 1k+ posts · 747 votes3yFrom the Texas Statutes. Please note, per TS 9.001(1) foreign Limited Liability Companies are required to register. <p>BUSINESS ORGANIZATIONS CODE</p>
Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
<p>TITLE 1. GENERAL PROVISIONS</p>
<p>CHAPTER 9. FOREIGN ENTITIES</p>
<p><a name="A"></a><a name="78446.67657"></a></p><p>SUBCHAPTER A. REGISTRATION</p>
<p><a name="9.001"></a><a name="78447.67657"></a></p><p>Sec. 9.001. FOREIGN ENTITIES REQUIRED TO REGISTER. (a) To transact business in this state, a foreign entity must register under this chapter if the entity:</p><p>(1) is a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in this state, would require the filing under Chapter <a target="new" href="http://www.statutes.legis.state.tx.us/GetStatute.aspx?Code=BO&Value=3">3</a> of a certificate of formation;</p> - Broker/Flipper · Austin, TX · Member since 2013 · 4k+ posts · 4k+ votes3yThat was posted above. Thru the link one of the 16 exceptions is owning real property
Quote from @Peter Walther:
From the Texas Statutes. Please note, per TS 9.001(1) foreign Limited Liability Companies are required to register.Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
BUSINESS ORGANIZATIONS CODE
TITLE 1. GENERAL PROVISIONS
CHAPTER 9. FOREIGN ENTITIES
SUBCHAPTER A. REGISTRATION
Sec. 9.001. FOREIGN ENTITIES REQUIRED TO REGISTER. (a) To transact business in this state, a foreign entity must register under this chapter if the entity:
(1) is a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in this state, would require the filing under Chapter 3 of a certificate of formation;
- Specialist · Winter Springs, FL · Member since 2009 · 1k+ posts · 747 votes3y
Quote from @Greg H.:
That was posted above. Thru the link one of the 16 exceptions is owning real propertyQuote from @Peter Walther:
From the Texas Statutes. Please note, per TS 9.001(1) foreign Limited Liability Companies are required to register.Quote from @Greg H.:
Quote from @Michael Plaks:
Quote from @Greg H.:
Just to clarify, you are not Required to register as a foreign entity. One just gives up certain rights like the ability to bring a lawsuit if they do not. I have bought and sold in 25 states and the only state that absolutely required it was North Dakota
You ARE required to register by Texas law:
https://www.sos.state.tx.us/co...
https://www.sos.state.tx.us/co...
Now, can you get away without registering? Sure. Until the stuff hits the fan, everything is "allowed."
Disclaimer: I'm not an attorney and can misinterpret the law.
Again. Texas does not specifically define "transacting business". There is no specific requirement to register. I fully realize I give up my opportunity to bring a suit. However in my 34th year in this business I have never brought nor been involved in a lawsuit
If this was required, Title companies would require to issue title insurance which I assure you they do not
BUSINESS ORGANIZATIONS CODE
TITLE 1. GENERAL PROVISIONS
CHAPTER 9. FOREIGN ENTITIES
SUBCHAPTER A. REGISTRATION
Sec. 9.001. FOREIGN ENTITIES REQUIRED TO REGISTER. (a) To transact business in this state, a foreign entity must register under this chapter if the entity:
(1) is a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in this state, would require the filing under Chapter 3 of a certificate of formation;
Sorry, I don't see it.
- Broker/Flipper · Austin, TX · Member since 2013 · 4k+ posts · 4k+ votes3y
- 3yMichael PlaksPro MemberTax Accountant / Enrolled Agent · Houston, TX · Member since 2014 · 5k+ posts · 6k+ votes
What I find fascinating about this discussion is that we're talking about a ONE-TIME $750 expense of registering and eliminating any chance of non-compliance. Not $800 per year like in CA, one-time $750.
Should be a non-issue for someone who intends to continue doing business in the state.
Or, if it's a one-time deal - just form a native TX LLC for $300.
- Specialist · Winter Springs, FL · Member since 2009 · 1k+ posts · 747 votes3y
Quote from @Greg H.:
Since the exemption you're relying on is for
(15) owning, without more, real or personal property in this state
and I don't find anything that gives guidance as to whether a purchase, mortgaging and/or sale of real property meets that exemption, I hope you obtained an attorney's opinion, before assuming your transaction(s) does.
I still believe no title underwriter would authorize insuring a transaction without registration because of this ambiguity.
As the Texas Sec of State warns:
No member of the secretary of state staff can determine whether an entity is transacting business in Texas or needs to file an application for registration. Determining whether to register is a business decision that may have tax consequences, raise legal issues, or impact licensing from another agency or state board.
Good luck.
- Specialist · Winter Springs, FL · Member since 2009 · 1k+ posts · 747 votes3y
Quote from @Greg H.:
It occurred to me a title underwriter would probably authorize the issuance of a policy if it contained an exception that read something like:
Loss or damage occasioned by the failure of ABC a WY LLC to properly register in the State of Texas.
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