How to Complete and File Texas Form 811: Certificate of Reinstatement

To reinstate a Texas business entity using Texas Form 811, you first obtain a tax clearance letter from the Comptroller of Public Accounts, then submit the completed Certificate of Reinstatement to the Secretary of State with the correct fee. The form covers three situations: a voluntary termination the entity now wants to undo, an involuntary termination by the Secretary of State, or a revoked foreign registration. Before you fill in anything, confirm Form 811 is the right form for your situation. Picking the wrong one is the most common reason a reinstatement packet comes back.

Confirm Form 811 Is the Right Form

Texas uses two different reinstatement forms, and they are not interchangeable.

Form 811 applies if the Secretary of State terminated your entity for failing to file a required report, failing to maintain a registered agent or office, or failing to pay a formation filing fee. It also applies if you previously filed your own certificate of termination and want to come back, or if your foreign entity’s Texas registration was revoked by the Secretary of State.

Form 801 is a different filing entirely. It applies when the Comptroller forfeited the entity’s right to do business under Chapter 171 of the Tax Code, typically for not filing franchise tax reports or not paying franchise tax. The Form 811 instructions say so plainly: do not use this form if the entity’s existence or registration was forfeited under the Tax Code.¹

If you are not sure which happened to your entity, look it up on the Secretary of State’s online business database. The status description will tell you whether this was an involuntary termination by the SOS or a tax forfeiture by the Comptroller.

Get Tax Clearance From the Comptroller First

Even though Form 811 goes to the Secretary of State, you cannot file it without a tax clearance letter from the Texas Comptroller. Business Organizations Code Section 11.253 requires the certificate of reinstatement to be accompanied by a Comptroller letter confirming the entity has satisfied all franchise tax liabilities, unless the entity is a nonprofit corporation.² Without that letter, the Secretary of State will reject the filing.

Start here, not with Form 811. This step almost always takes longer than the SOS filing itself.

File every delinquent franchise tax report. Every year the entity existed needs a report on file, including years it was terminated.
Pay all outstanding taxes, penalties, and interest. The Comptroller will not clear an account with a balance.
Submit Form 05-391, the Tax Clearance Letter Request for Reinstatement, through the Comptroller’s Webfile portal or by mail.³
Wait for Form 05-377, the Tax Clearance Letter. Attach it to your Form 811 packet.

A clean account with one late report might clear in days. Years of unfiled reports and accumulated penalties can take weeks to resolve.

Filling Out Form 811

The form is a fillable PDF on the Secretary of State’s website. It is shorter than people expect, but every entry has to match the Secretary of State’s records exactly.

Entity Identification

Enter the legal name of the entity exactly as it appeared on the original certificate of formation or foreign registration. For a foreign entity registered under a fictitious name in Texas, provide that name as well. You also need the file number the Secretary of State assigned when the entity was first created or registered.⁴ If you do not have the file number, pull it from the SOS business database.

The form also asks for the entity’s jurisdiction of organization, the date the entity was originally organized or registered, and the effective date of the termination or revocation you are undoing.

Reinstatement Basis

Item 4 gives three options. Check only one.

4A — Voluntary termination. For a domestic entity reinstating under Section 11.202 of the Business Organizations Code after it previously filed its own termination.
4B — Involuntary termination. For a domestic entity whose existence was terminated by the Secretary of State under Subchapter F of Chapter 11. Checking this box certifies that the circumstances giving rise to the termination have been corrected and all required fees, interest, and penalties have been paid.⁴
4C — Foreign entity revocation. For a foreign entity whose registration was revoked by the Secretary of State under Chapter 9. A three-year time limit applies to this category.

Registered Agent and Office

Provide the name of the entity’s current registered agent, either an individual or an organization authorized to receive service of process in Texas, along with the registered office street address.¹ A P.O. Box does not work. It has to be a physical street address in Texas. A lapsed registered agent is one of the most common reasons for involuntary termination in the first place, so make sure this information is current and accurate before you submit.

Execution and Attachments

An authorized person signs the form. The signature block takes a name, title, and date. Attach the Comptroller’s tax clearance letter (Form 05-377) unless the entity is a nonprofit corporation. If the entity’s original name is no longer available because another entity picked it up during the termination period, you also need to attach an amendment to the certificate of formation adopting a new name.²

Filing Fees

The fee depends on both the type of reinstatement and the type of entity.¹

Involuntary termination or revocation (most entities): $75
Voluntary termination (most entities): $15
Nonprofit corporations and cooperative associations: $5, regardless of termination type

Expedited processing adds to the base fee: $50 for standard expedited (two to three business days), $500 for next-day, or $750 for same-day.⁵ Same-day and next-day service require in-person delivery to the SOS office in Austin.

How to Submit

You have two channels for the completed form and attachments.

Online Through SOSDirect

The SOSDirect portal accepts digital filings and takes credit card payment. Standard expedited processing can be requested through the portal.

By Mail or In Person

Mail your completed form, the tax clearance letter, any required amendments, and a check or money order for the filing fee to:

Business & Public Filings Division
Office of the Texas Secretary of State
P.O. Box 13697
Austin, TX 78711⁶

For next-day or same-day expedited processing, deliver the documents in person to the SOS office at 400 W. 15th Street in Austin before noon.⁵ Include a cover letter with your email address and daytime phone number when requesting expedited service by mail or in person.

The 36-Month Window

There is no absolute deadline for filing Form 811 after an involuntary termination. You can file years later. But timing matters because the entity is only considered to have continued in existence without interruption if it is reinstated before the third anniversary of the involuntary termination date.⁷

Reinstate within 36 months and the law treats the entity as though it was never terminated. Contracts, obligations, and legal standing carry through. Miss that window and reinstatement is still possible, but there is a gap in the entity’s legal existence, and actions taken on behalf of the entity during that gap may not have the protection of the entity’s limited liability structure.

For foreign entities whose registration was revoked, the three-year limit is hard. Reinstatement under Form 811 option 4C is not available after three years.

After the Reinstatement Is Approved

Once the Secretary of State approves the filing, the entity receives a file-stamped copy of the certificate and its status in the SOS database flips back to active. The business is authorized to transact in Texas again.

A few things to keep up with from that point:

Resume filing annual franchise tax reports with the Comptroller. Falling behind again starts the same cycle.
Keep the registered agent and office address current with the Secretary of State. If the agent resigns or the address changes, file an update. Failure to maintain a registered agent is one of the most common triggers for involuntary termination under BOC Section 11.251.⁸
Check in on federal tax obligations. The IRS does not automatically know your entity was terminated and reinstated at the state level, so confirm the entity’s federal filing status.

Personal Liability While the Entity Is Terminated

This is the part people often overlook until it is too late. While your entity is terminated, you lose the liability shield the entity provides. For entities forfeited under the Tax Code, Section 171.252 makes each director or officer personally liable for the entity’s debts during the forfeiture period.⁹ Business Organizations Code Section 11.254 confirms that reinstating after a tax forfeiture does not retroactively erase that personal liability.¹⁰

Even for entities involuntarily terminated under the BOC rather than forfeited under the Tax Code, operating without an active entity structure exposes the people behind it. The longer the entity sits in terminated status, the more exposure accumulates. Reinstate as quickly as you can, and avoid signing contracts or taking on new obligations in the entity’s name until the reinstatement is approved.

1
Office of the Texas Secretary of State. Form 811 – Instructions for Certificate of Reinstatement
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State of Texas. Texas Business Organizations Code BUS ORG 11-253
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Texas Comptroller of Public Accounts. Reinstating or Terminating a Business
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Office of the Texas Secretary of State. Form 811 – Certificate of Reinstatement
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Office of the Texas Secretary of State. Texas Express Expedited Business Filings
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Office of the Texas Secretary of State. Contact the Corporations Section
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Office of the Texas Secretary of State. Terminations and Reinstatements FAQs
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State of Texas. Texas Business Organizations Code 11-251
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State of Texas. Texas Tax Code TAX 171-252
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State of Texas. Texas Business Organizations Code 11-254