Texas Form 05-391: Tax Clearance Request for Reinstatement

Texas Form 05-391 is the request you send to the Texas Comptroller of Public Accounts to obtain a Tax Clearance Letter (Form 05-377), which the Secretary of State requires before it will reinstate an entity whose charter, certificate of authority, or registration was forfeited for franchise tax delinquency. The Comptroller reviews your franchise tax account, confirms every past-due report and payment has been resolved, and then issues the clearance letter. You can file the request by mail or through the Comptroller’s Webfile portal, and requests are processed in the order received regardless of format.

When Form 05-391 Applies

This form is for one situation only: your entity’s charter, certificate of authority, or registration was forfeited because of unpaid franchise tax or unfiled franchise tax reports, and you want it restored. Under Texas Tax Code Section 171.313, a stockholder, director, or officer at the time of forfeiture can ask the Secretary of State to set aside the forfeiture, but the Secretary of State won’t act until the Comptroller confirms every delinquent report has been filed and every dollar of tax, penalty, and interest is paid.¹ The Tax Clearance Letter is that confirmation.

If instead you are voluntarily terminating, withdrawing a foreign entity from Texas, or merging, use Form 05-359, Request for Certificate of Account Status. Those are separate processes with separate forms.²

Clean Up the Account First

The Comptroller will not issue a clearance letter while your account still has open items. Before you submit Form 05-391, confirm that every franchise tax report due during and after the forfeiture period has been filed, and that any tax owed plus penalties and interest has been paid. The late-filing penalty is $50 per report, assessed even for periods when no tax was due.³

If your entity’s annualized total revenue was at or below the no-tax-due threshold (currently $2,650,000 for the 2026 report year), you likely owe no franchise tax, but you still need the required Public Information Report or Ownership Information Report on file for each year.⁴

Have two identifiers ready before you start: your entity’s 11-digit Texas taxpayer number (assigned when you registered with the Comptroller) and, for Webfile users, your franchise tax Webfile (XT) number from prior franchise tax correspondence.² The form does not ask for a federal EIN.

Filling Out the Form

Download the one-page PDF from the Comptroller’s forms page.⁵ The fields are few, but a mismatch with the Comptroller’s records will slow the review.

Delivery method. Pick one: Mail, PDF (emailed), or FAX. This is how the Comptroller sends the clearance letter back to you, not how you submit the request.
Recipient name and address. Provide the mailing address for the physical letter, or the email address or fax number that matches the delivery method you chose.
No-tax-due threshold checkbox. Check this if the entity’s annualized total revenue was at or below the no-tax-due threshold for any annual reports due on or after January 1, 2024, and the entity only filed a Public Information Report or Ownership Information Report for those years.
Taxpayer name. Enter the entity’s legal name exactly as it appears in the Comptroller’s records. A missing “LLC” suffix or an abbreviated word can cause a rejection.
11-digit Texas taxpayer number. This is the state tax ID, not your federal EIN. If you’ve lost the original notice, look it up through the Comptroller’s online taxpayer search.
Contact name and phone number. The person the Comptroller can reach with questions during review.
Authorized agent checkbox. Check this if the person submitting the form is an authorized agent acting for the entity rather than a direct officer or owner.

Type or print clearly. The Comptroller processes requests in the order received regardless of submission format, so legibility matters more than delivery speed.⁵

Submitting the Request

By Mail

Send the completed form to the Comptroller of Public Accounts, P.O. Box 149348, Austin, TX 78714-9348.⁵ The Comptroller charges no fee for the clearance letter request itself. Standard postal delivery times apply.

Through Webfile

If your entity is already set up in the Comptroller’s eSystems portal, you can skip the paper form. Log in to eSystems, select the taxpayer from your account list (adding one requires the 11-digit taxpayer number and XT number), open the Franchise Tax Menu, and under Account Self-Service choose “Request Clearance Letter for Reinstatement.”² The electronic request links directly to your account, but processing still runs in order received, so Webfile is not a fast lane.

Some entities cannot use Webfile for this request and must file the paper form. That group includes entities that are part of a combined group, entities active for franchise tax for less than one year, limited liability partnerships, entities not registered with the Secretary of State, entities with an active audit, entities forfeited before January 1, 2000, and entities with past-due filings or liabilities before January 1, 1992.²

What Happens After You Submit

The Comptroller reviews your account to confirm that every required report is on file and all tax, penalties, and interest are paid. If the account is clean, the Comptroller issues Tax Clearance Letter Form 05-377 and delivers it by the method you selected.⁵

If items remain open, the Comptroller sends a notice listing what’s still owed or unfiled rather than the clearance letter. Resolve those items and submit a new request. This is common for entities that have sat inactive for several years and missed multiple filing cycles.

Using the Clearance Letter to Reinstate

Once you have the clearance letter, file for reinstatement with the Texas Secretary of State and include the letter with the filing. The Secretary of State won’t process the reinstatement without it. The filing fee depends on how the entity ended: $15 if the entity was voluntarily terminated ($5 for a nonprofit corporation or cooperative association), and $75 if the entity was involuntarily terminated or had its registration revoked.⁶

When the Secretary of State accepts the filing and sets aside the forfeiture, your entity’s rights and privileges are restored. If the entity was dormant for years, expect to also address anything else that lapsed during that period, such as registered agent designations, public information filings, and any local permits.

1
State of Texas. Texas Tax Code TAX 171-313
2
Texas Comptroller of Public Accounts. Requesting Tax Certificates and Tax Clearance Letters
3
Texas Comptroller of Public Accounts. Penalties for Past Due Taxes
4
Texas Comptroller of Public Accounts. 2026 Franchise Tax Instructions
5
Texas Comptroller of Public Accounts. Tax Clearance Letter Request for Reinstatement
6
Secretary of State. Form 811 Reinstatement