What happens if your Texas LLC misses its franchise tax report, and how to reinstate it
Texas’s own word for it: Right to transact business “forfeited” (Comptroller), then certificate “forfeited” (Secretary of State). Time limit to get back: Any time after a tax forfeiture. Tax clearance: Required (Comptroller).
Checked against the Texas Secretary of State, Business & Public Filings Division, September 2026.
- What Texas calls it
- Right to transact business “forfeited” (Comptroller), then certificate “forfeited” (Secretary of State)
- Tax clearance
- Required(Comptroller)
- Time limit to get back
- Any time after a tax forfeiture
How it unfolds in Texas
- MissedFranchise tax report
- StatusRight to transact business “forfeited” (Comptroller), then certificate “forfeited” (Secretary of State)
- The way backForm 801 with a Comptroller Tax Clearance Letter for Reinstatement
Texas Secretary of State, Business & Public Filings Division (with the Texas Comptroller of Public Accounts for franchise tax)
Texas specific: A Texas LLC files no annual report with the Secretary of State. It loses standing through the franchise tax, and after a tax forfeiture the way back is Form 801, filed with a Tax Clearance Letter for Reinstatement from the Comptroller.
What does Texas call a company that missed its filings?
Two stages, both called forfeiture. (1) Comptroller: the LLC’s “right to transact business” in Texas is “forfeited” (Tax Code 171.2515; Comptroller notices Form 05-211 “Texas Notice of Intent to Forfeit Right to Transact Business” and Form 05-212 “Texas Notice of Forfeiture of Right to Transact Business”; the Comptroller’s “Franchise Tax Account Status”, formerly called “Good Standing”, shows the status of the right to transact business). (2) Secretary of State: the LLC’s certificate of formation (“charter, certificate, or registration”) is “forfeited” by the SOS (Tax Code 171.309; Comptroller Form 05-213 “Texas Notice of Forfeiture of Registration”; SOS Form 801 is for an entity “forfeited or revoked by the secretary of state under chapter 171”). Separately, for non-tax reasons the SOS may “involuntarily terminate” the entity (BOC 11.251-11.252).
What triggers it in Texas?
Tax forfeiture (the usual route for LLCs, which file no SOS annual report): the LLC does not file a required franchise tax report (for 2024 and later, at minimum the Public Information Report even at or below the no-tax-due threshold), or does not pay franchise tax or related penalty, within 45 days after the Comptroller’s notice of forfeiture, or does not permit the Comptroller to examine its records. If the forfeited privileges are not revived within 120 days, the Comptroller certifies the entity to the SOS, which may forfeit its certificate of formation. Non-tax route (BOC 11.251): the SOS may involuntarily terminate the entity if, after notice, it has not within 90 days corrected a failure to file a required report or pay a fee or penalty, or to maintain a registered agent or registered office; or within 15 days corrected non-payment/dishonored payment of its formation filing fee.
Before it happens
The Comptroller must mail (or send electronically) the notice of forfeiture at least 45 days before forfeiting the right to transact business; the entity avoids forfeiture by filing the report or paying the tax and penalty within that period. After forfeiture, the entity has 120 days to revive its privileges before the Comptroller certifies it to the SOS for forfeiture of its certificate of formation. For non-tax involuntary termination, the SOS mails notice and the entity has until the 91st day (reports/fees/agent) or 16th day (formation fee) to correct.
How do you reinstate a Texas LLC?
After a tax forfeiture: first, with the Comptroller, file every delinquent franchise tax report and Public/Ownership Information Report and pay the tax, penalty and interest due, then request a Tax Clearance Letter for Reinstatement (Form 05-377) through Webfile or with Form 05-391. Then file SOS Form 801, “Application for Reinstatement and Request to Set Aside Tax Forfeiture”, signed by a member or manager at the time of forfeiture, with the tax clearance letter and a filing fee set by the state. It is filed online with the SOS, or by mail or delivery in duplicate to the SOS in Austin. Registered agent changes need a separate Form 401. After a non-tax involuntary termination: Form 811 certificate of reinstatement (BOC 11.253).
Where to file
Texas Comptroller of Public Accounts (delinquent reports, payment, tax clearance letter), then the Texas Secretary of State, Austin (Form 801).
Missed filings and fees
Yes. Every delinquent franchise tax report (and Public/Ownership Information Report) must be filed, and the tax, penalty and interest due at the time of the request must be paid, before the forfeiture can be set aside.
Is there a deadline to reinstate a Texas LLC?
No time limit after a tax forfeiture: the request to set aside forfeiture may be submitted at any time after forfeiture so long as the entity would otherwise have continued to exist. After a non-tax involuntary termination there is also no deadline, but the entity is treated as having continued without interruption only if reinstated before the third anniversary of the termination.
After that
Not applicable for tax forfeitures (no limit, and BOC 11.254 treats a reinstated entity as continuing without interruption). For non-tax involuntary terminations reinstated on or after the third anniversary, reinstatement is still available but the entity is not deemed to have continued in existence without interruption.
Do you need tax clearance in Texas?
Required
Yes. The application must be accompanied by a tax clearance letter from the Texas Comptroller stating that the entity has satisfied all franchise tax liabilities and may be reinstated (Tax Clearance Letter for Reinstatement, Form 05-377, requested via Webfile or Form 05-391). This is different from the Certificate of Account Status, which is used for termination or withdrawal; a printout of the Franchise Tax Account Status page is not accepted. For non-tax involuntary termination, BOC 11.253(c)(2) likewise requires the tax clearance letter unless the entity is a nonprofit corporation.
What happens to the company name meanwhile?
No name hold. The entity must check with the SOS whether its name is still available; if not, it must amend its certificate of formation to change its name, submitted at the same time as the reinstatement. The reinstatement cannot be filed if the name is not distinguishable from existing entities, fictitious names, reservations, registrations or registered series on SOS records.
What changes once it is fixed?
An entity whose certificate of formation is reinstated under the Tax Code is considered to have continued in existence without interruption from the date of forfeiture, and on the SOS setting aside the forfeiture the Comptroller revives its privileges. Reinstatement does not affect personal liability of governing persons, officers or agents for the forfeiture period. While the right to transact business is forfeited, the entity is denied the right to sue or defend in Texas courts and each director or officer is liable for certain debts of the entity (Tax Code 171.252, 171.255).
What changes for corporations in Texas?
No material difference for for-profit corporations: the Tax Code speaks of forfeiture of “corporate privileges” and of the “charter” for corporations (171.251, 171.301, 171.309) and extends the same reasons and procedures to other taxable entities such as LLCs (171.2515, 171.3015); both reinstate with Form 801 plus a Comptroller tax clearance letter, at any time. For corporations the persons who may sign are an officer, director or shareholder at the time of forfeiture (LLCs: a member or manager). BOC 11.253 exempts nonprofit corporations from the tax clearance letter for non-tax reinstatements.
What should you file first?
Start with the tax clearance: where Texas requires one, the reinstatement has to include it or wait for it. Then file, with the missed filings and fees described above.
Tax clearance
Required (Comptroller)
The filing
Form 801 with a Comptroller Tax Clearance Letter for Reinstatement
Where it goes
Texas Comptroller of Public Accounts (delinquent reports, payment, tax clearance letter), then the Texas Secretary of State, Austin (Form 801).
What does Texas ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Certificate of Formation) | Certificate of Formation for a Limited Liability Company (Form 205) | At formation | N/A |
| Registered agent consent | Consent of Registered Agent to Appointment (Form 401-A) | Signed before or at the time of designation | Designating a non-consenting agent triggers BOC §§ 4.007 and 4.008 liabilities |
| Annual report to the Secretary of State | - | N/A | - |
| Annual franchise tax report + Public Information Report | Franchise Tax Report with the Public Information Report (PIR), filed with the Texas Comptroller of Public Accounts | May 15 every year; if May 15 falls on a weekend or holiday, the next business day | Loss of franchise tax good standing, and ultimately forfeiture of the entity’s right to transact business |
| Change of registered agent or registered office | Change of Registered Agent and/or Registered Office (Form 401) | When the agent or office changes | - |
From the same Texas record as the Texas registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Texas deadline in your calendar with the compliance calendar, or see what Texas requires of your registered agent.
Which Texas laws govern it?
Texas Tax Code chapter 171, subchapter F (forfeiture of privileges: 171.251, 171.2515, 171.252, 171.255, 171.256, 171.258) and subchapter G (forfeiture of charter/certificate/registration and revival: 171.301, 171.3015, 171.302, 171.309, 171.312-171.315); Business Organizations Code 11.254 (reinstatement following tax forfeiture) and 11.251-11.253 (involuntary termination by SOS and reinstatement).
Sources, checked September 2026:
- Texas Legislature— Tax Code ch. 171 subch. F-G; BOC ch. 11 subch. F (https://tcss.legis.texas.gov/resources/BO/htm/BO.11.htm)
- Texas Legislature; Texas Comptroller of Public Accounts; Texas Secretary of State— Tax Code 171.2515, 171.309; Comptroller Franchise Tax FAQ and Account Status page; SOS Form 801 instructions; BOC 11.252
- Texas Legislature; Texas Comptroller of Public Accounts— Tax Code 171.251, 171.2515, 171.301, 171.3015, 171.302, 171.309; BOC 11.251; Comptroller ‘Making Your Franchise Tax Account Current - 2024 Report Year and Later’
- Texas Legislature; Texas Comptroller of Public Accounts— Tax Code 171.251, 171.256(c), 171.302, 171.309; BOC 11.251; Comptroller Franchise Tax Account Status page
- Texas Secretary of State; Texas Comptroller of Public Accounts— Form 801 instructions (rev. 12/23); SOS Terminations and Reinstatements FAQs; Comptroller ‘Reinstating or Terminating a Business’
- Texas Comptroller of Public Accounts; Texas Secretary of State— Reinstating or Terminating a Business; Form 801 instructions
- Texas Secretary of State; Texas Comptroller of Public Accounts; Texas Legislature— Form 801 instructions; SOS Reinstatement FAQ; Comptroller ‘Requesting Tax Certificates and Tax Clearance Letters’; BOC 11.253(c)
- Texas Legislature; Texas Comptroller of Public Accounts— Tax Code 171.312, 171.313(b); Comptroller ‘Reinstating or Terminating a Business’ steps 1-2; Form 801 commentary
- Texas Legislature; Texas Secretary of State— Tax Code 171.315; Form 801 instructions, Item 1 ‘Entity Name Availability’
- Texas Secretary of State; Texas Legislature— Form 801 instructions ‘Time Frame for Reinstatement’; SOS Terminations and Reinstatements FAQs; BOC 11.253(d)
- Texas Legislature; Texas Secretary of State— BOC 11.253(d), 11.254(a); SOS Reinstatement FAQ
- Texas Legislature— BOC 11.254(a)-(b); Tax Code 171.252, 171.314
- Texas Legislature; Texas Secretary of State— Tax Code 171.251, 171.2515, 171.3015, 171.313; Form 801 instructions; BOC 11.253(c)(2)
Checked against the Texas Secretary of State, Business & Public Filings Division (with the Texas Comptroller of Public Accounts for franchise tax) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
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