To reinstate a Texas LLC that has been forfeited for franchise tax reasons, you clear everything you owe the Texas Comptroller, request a Tax Clearance Letter, and file Form 801 (Application for Reinstatement and Request to Set Aside Tax Forfeiture) with the Secretary of State along with a $75 filing fee.1Office of the Texas Secretary of State. Form 801 – Instructions for Application for Reinstatement and Request to Set Aside Tax Forfeiture Two agencies are involved, and they have to be handled in order: the Comptroller signs off first, and the Secretary of State will not process the reinstatement without that signoff.2Texas Comptroller of Public Accounts. Reinstating or Terminating a Business
For an LLC forfeited under the Tax Code, there is no deadline to reinstate. You can do it at any time, as long as the entity would otherwise still exist.3Office of the Texas Secretary of State. Terminations and Reinstatements FAQs
Step 1: File Every Missing Franchise Tax Report
Pull together every annual franchise tax report your LLC skipped, along with the Public Information Report that goes with each year. File them all with the Comptroller.
If your revenue was below the no-tax-due threshold, you still have to file. Forfeiture can happen for missing the paperwork alone, even when zero tax was owed.4Texas Comptroller of Public Accounts. Texas Franchise Tax Public Information Report and Ownership Information Report – Section: Failure to File a PIR or an OIR A separate $50 penalty is assessed for each report that wasn’t filed on time, whether or not any tax was due.
Step 2: Pay the Tax, Penalties, and Interest
Once the reports are on file, pay everything that’s owed. The Comptroller can give you a full breakdown.2Texas Comptroller of Public Accounts. Reinstating or Terminating a Business The math on any unpaid franchise tax looks like this:
- A 5% penalty of the tax due when the tax or report is late.
- Another 5% penalty if it isn’t resolved within 30 days, bringing the total to 10%.
- A $1 minimum penalty regardless of the amount owed.
- A $50 filing penalty for each report not filed.
Interest accrues on any unpaid balance at a rate set by the Comptroller.5State of Texas. Texas Tax Code Chapter 171 – Section 171.362 For an LLC that has been forfeited several years, multiple $50 report penalties plus compounding interest on any tax owed can grow the bill fast. Every year you wait makes reinstatement more expensive.
Step 3: Request the Tax Clearance Letter
After your account is current, submit Form 05-391, the Tax Clearance Letter Request for Reinstatement. Do this either online through the Comptroller’s Webfile system or on paper by mail. If you or your tax preparer already have a Webfile (XT) number, the online route is faster. Otherwise, mail the paper form.6Texas Comptroller of Public Accounts. Requesting Tax Certificates and Tax Clearance Letters
Watch the form number. The Tax Clearance Letter (Form 05-391) is what reinstatement requires. The Certificate of Account Status (Form 05-359) is a different document used for terminations. Requesting the wrong one sends you back to the start.
Step 4: File Form 801 With the Secretary of State
With the Tax Clearance Letter in hand, complete Form 801 — Application for Reinstatement and Request to Set Aside Tax Forfeiture. The form asks for the LLC’s legal name and file number. Attach the Tax Clearance Letter; the Secretary of State will reject the application without it.1Office of the Texas Secretary of State. Form 801 – Instructions for Application for Reinstatement and Request to Set Aside Tax Forfeiture
The filing fee is $75. How you pay depends on how you submit.
Online Through SOSDirect
SOSDirect is the fastest standard option.2Texas Comptroller of Public Accounts. Reinstating or Terminating a Business Upload Form 801 and the Tax Clearance Letter, pay by credit card or electronic check, and track status in real time. Processing usually takes a few business days, and errors can often be corrected on the spot rather than through a rejection letter.
By Mail
Print Form 801, attach the Tax Clearance Letter, and enclose a check or money order for $75 payable to the Secretary of State. Send it to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-36977Office of the Texas Secretary of State. Texas Form 801 – Application for Reinstatement and Request to Set Aside Tax Forfeiture
Mailed applications take longer, often several weeks. Use certified mail with tracking. If anything is off, the packet comes back with correction instructions, which can add weeks.
In Person
You can hand-deliver at 400 W. 15th Street, Austin, Texas.8Office of the Texas Secretary of State. SOS Map and Driving Directions to the Texas Secretary of State Office Staff can flag corrections on the spot.
Expedited Processing
If you need faster turnaround, the Secretary of State charges an extra fee on top of the $75: $50 for general expedited handling, $500 for next-day processing, or $750 for same-day service.9Office of the Texas Secretary of State. Secretary of State Payment Form Same-day is worth it if the LLC has a closing, a contract signing, or a court appearance on the calendar.
Update the Registered Agent if Anything Has Changed
Every Texas filing entity has to designate and continuously maintain a registered agent and registered office.10State of Texas. Texas Business Organizations Code Section 5-201 If your agent has moved, resigned, or been replaced during the forfeiture period, file Form 401 — Statement of Change of Registered Office/Agent — with the Secretary of State.11Office of the Texas Secretary of State. Form 401 – Instructions for Change of Registered Agent/Office – Section: Commentary Failure to maintain a registered agent is its own independent basis for forfeiture, so this piece cannot wait.
What Reinstatement Does and Doesn’t Fix
Reinstatement restores the LLC’s right to transact business in Texas and its right to sue and defend itself in Texas courts, both of which are suspended during forfeiture.12State of Texas. Texas Tax Code Chapter 171 – Section 171.252
It does not erase personal liability that accrued while the LLC was forfeited. Directors, officers, managers, and members remain personally liable for debts the company created or incurred in Texas after the forfeiture date, even after the LLC is revived.13State of Texas. Texas Tax Code Chapter 171 – Section 171.255 That’s a strong reason not to keep operating a forfeited LLC any longer than necessary.
One timing point worth knowing if your LLC was involuntarily terminated rather than tax-forfeited: there is still no absolute deadline to reinstate, but the entity is treated as having continued in existence without interruption only if it reinstates within 36 months of termination.3Office of the Texas Secretary of State. Terminations and Reinstatements FAQs Miss that window and the entity’s legal existence has a gap in it, which can matter for contracts and litigation that turn on continuity.
Staying in Good Standing After You’re Back
The franchise tax report and the Public Information Report are due every year. A single missed filing starts the forfeiture cycle over.4Texas Comptroller of Public Accounts. Texas Franchise Tax Public Information Report and Ownership Information Report – Section: Failure to File a PIR or an OIR Put both on a calendar, or have an accountant who tracks Texas deadlines handle them.
Keep the registered agent information current. If the agent moves or resigns, file Form 401 right away rather than letting the Secretary of State discover it.11Office of the Texas Secretary of State. Form 401 – Instructions for Change of Registered Agent/Office – Section: Commentary Reinstatement is expensive and time-consuming the first time. The second time is worse, because more penalties and more interest have accrued in the meantime.