To get a Texas Certificate of Account Status, file every required franchise tax report, pay any tax, penalties, and interest owed, and then submit a request to the Texas Comptroller of Public Accounts, either online through Webfile or by mail on Form 05-359. The certificate confirms your entity has met its franchise tax obligations, and its one legal purpose is to let you file a certificate of termination or withdrawal with the Texas Secretary of State.1Texas Comptroller of Public Accounts. Requesting Tax Certificates and Tax Clearance Letters If you only need to show a bank, lender, or business partner that your account is active, you don’t need this certificate at all.
Make Sure You Actually Need One
The Texas Business Organizations Code requires a COAS before the Secretary of State will process a certificate of termination or withdrawal for a registered entity.2State of Texas. Texas Business Organizations Code Section 11-101 – Certificate of Termination for Filing Entity That is the situation the certificate exists for: closing down a Texas entity or pulling an out-of-state entity’s Texas registration.
The Comptroller states plainly that the COAS is not required by banks for financial transactions. For due diligence, loan files, or contract purposes, the Comptroller directs people to the free Taxable Entity Search tool online, which shows real-time account status and can be printed.1Texas Comptroller of Public Accounts. Requesting Tax Certificates and Tax Clearance Letters A separate document, the Certificate of Fact, comes from the Secretary of State and confirms an entity’s legal existence or authority to do business; if someone asks for a “certificate of good standing,” ask which document they mean before you request anything.3Texas Secretary of State. Copies and Certificates
One separate track: if your entity has already been forfeited for franchise tax noncompliance and you are trying to bring it back, you need a Tax Clearance Letter, not a COAS. That process uses Form 05-391 and is covered near the end of this article.
Clear Your Franchise Tax Account First
The Comptroller will not issue the certificate until your franchise tax record is clean. Under Texas Tax Code Chapter 171, every taxable entity must have filed all required franchise tax reports, annual or final, before a COAS can be issued.4Texas Comptroller of Public Accounts. Franchise Tax Any outstanding tax, penalty, or interest also has to be paid. Even a small delinquency blocks the certificate.
Penalties escalate quickly. An entity that fails to pay on time faces a 5% penalty on the amount due, with an additional 5% if the tax is still unpaid 30 days after the due date. Interest starts accruing 60 days after the due date.5Cornell Law Institute. 34 Texas Administrative Code 3-584 – Margin: Reports and Payments Check your account well before you plan to file with the Secretary of State. A surprise balance on the day you want to close the entity is where most delays begin.
If your entity is closing, converting, or merging, you also owe a final franchise tax report. A Texas entity must file that report and pay any balance in the year it takes the action. An out-of-state entity ending its Texas presence has 60 days from the date it ceases to have a connection to the state to file the final report and pay.4Texas Comptroller of Public Accounts. Franchise Tax
A note on small entities: for the 2026 report year, entities with total revenue at or below $2,650,000 owe no franchise tax.6Texas Comptroller of Public Accounts. Franchise Tax Rates, Thresholds and Deduction Limits These entities still must file their reports to qualify for a COAS. The filing requirement applies whether the business is an LLC, corporation, or partnership.
Gather Your Identification Numbers
Your request has to match the Comptroller’s records exactly. You’ll need:
- Your 11-digit Texas Taxpayer Number, assigned by the Comptroller for franchise tax tracking.7Texas Comptroller of Public Accounts. Identify Taxpayer – Qualified Research Exemption
- Your 9-digit Federal Employer Identification Number (EIN) from the IRS.7Texas Comptroller of Public Accounts. Identify Taxpayer – Qualified Research Exemption
- Your 10-digit Secretary of State File Number, assigned when the entity registered. If your number has fewer than 10 digits, add leading zeros.8Texas Comptroller of Financial Management. Ownership Types – TexPayment Resource
Your entity name must appear exactly as it is registered with the state. A small discrepancy is enough to trigger a rejection.
Request Online Through Webfile
Most requesters can use Webfile and get the certificate the same day. Taxpayers and tax preparers who have their franchise tax Webfile (XT) number, or who have previously filed franchise tax through Webfile and are registered with the Secretary of State, can submit the request electronically.1Texas Comptroller of Public Accounts. Requesting Tax Certificates and Tax Clearance Letters Once the system confirms your account is current, the certificate is available to download immediately.
Request by Mail on Form 05-359
Some entities cannot use Webfile and must mail Form 05-359, the Request for Certificate of Account Status.9Texas Comptroller of Public Accounts. Form 05-359 – Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas The paper route applies to:
- Members of a combined reporting group.
- Entities active for franchise tax purposes for less than one year.
- Entities registered as limited liability partnerships.
- Entities not registered with the Texas Secretary of State.
- Entities with an active Comptroller audit.
- Entities forfeited before January 1, 2000, or with past-due filings before January 1, 1992.
Send completed forms to the Comptroller of Public Accounts, P.O. Box 149348, Austin, TX 78714-9348.9Texas Comptroller of Public Accounts. Form 05-359 – Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas Build in extra lead time if a transaction deadline is approaching. The Comptroller does not publish a guaranteed turnaround for COAS requests, though related tax certificate requests that do not require an audit are typically processed within about 10 business days.10Texas Comptroller of Public Accounts. Buying an Existing Business
If You Just Need Proof the Account Is Active
For anything other than termination or withdrawal, skip the formal certificate. The Comptroller’s Franchise Tax Account Status search lets anyone look up an entity’s current standing online, reflects the Comptroller’s records at the time of the search, can be printed, and shows whether the entity’s right to transact business in Texas is active.11Texas Comptroller of Public Accounts. Franchise Tax Account Status For due diligence on a purchase, partnership, or credit decision, the search is usually all that’s needed.
If Your Entity Has Already Been Forfeited
A forfeited entity cannot obtain a COAS by the ordinary route because it is no longer in good standing to terminate in the first place. Reinstatement runs through two agencies. Start with the Comptroller:12Texas Comptroller of Public Accounts. Reinstating or Terminating a Business
- File every overdue annual franchise tax and information report.
- Pay all outstanding tax, penalties, and interest.
- Submit Form 05-391, Tax Clearance Letter Request for Reinstatement, by mail or through Webfile.
The Comptroller then issues a Tax Clearance Letter (Form 05-377). Take that letter to the Secretary of State with the required reinstatement forms and filing fees; the Secretary of State accepts reinstatement filings online through SOSDirect or SOSUpload.12Texas Comptroller of Public Accounts. Reinstating or Terminating a Business
Keep the two tracks straight. Terminating means Form 05-359 and a Certificate of Account Status. Reinstating means Form 05-391 and a Tax Clearance Letter. Mixing them up is a common cause of delay.