‹ Texas Filing Guide · All Reinstatement Guides
Two regimes, two forms, two agencies. Which one applies, and what each one costs.
Texas runs two separate systems that can shut an LLC down, run by two different agencies, with two different forms and two different filing portals. Almost every article on this topic treats them as one thing. Work out which one you are in before you file anything, because the wrong form is a rejected filing.
Two ways to stop this happening twice, and they are different products. If the problem is that you forget the date, an agent who sends reminders is enough, and filing it yourself costs nothing beyond your own time. If the problem is that the reminder arrived and you still did not file, you need the filing itself handed over. Paying for the first when you needed the second is how this happens a second time. Compare what the major services charge before you pick one.
Registered Agents Inc includes annual report filing in its registered agent service at no extra charge, in all 50 states, at a flat rate that does not rise in year two. The state’s own filing fee is still payable by you. If the reason you are on this page is that a reminder was not enough, that is the difference that matters.
See Registered Agents Inc ↗Other options
Comparing services first? Our full Northwest Registered Agent review and Harbor Compliance review cover pricing, renewal behavior, and what each is best at.
Work out which regime applies before doing anything. A Comptroller forfeiture and a Secretary of State termination need different forms, different filing systems and different fixes. Check the entity’s franchise tax account status first.
Texas runs two separate regimes with different agencies, forms, filing systems and cure windows. An LLC can be hit by either. The tax regime is far more common.
Texas Comptroller of Public Accounts, then Secretary of State
What triggers it
Failure to file a franchise tax report, or to pay franchise tax, penalty or interest. Stage one forfeits the right to transact business; if uncured the Comptroller certifies to the Secretary of State, which forfeits the certificate of formation.
The state warns you first
The warning is the Comptroller Form 05-211, Notice of Intent to Forfeit Right to Transact Business. You have 45 days from that notice to fix the default. At least 45 days from the mailing of the notice of pending forfeiture before the actual forfeiture.
Tax clearance is required
Request on Comptroller Form 05-391; file the resulting Form 05-377 tax clearance letter with the SOS. Form 05-359 Certificate of Account Status is the TERMINATION document and is not a substitute.
Texas Secretary of State
What triggers it
After notice, failure to file a required report, pay a fee or penalty when due, or maintain a registered agent or registered office. Texas LLCs file no periodic report, so in practice this is the registered agent ground.
The state warns you first
You have 91 days from that notice to fix the default. Secretary of State may notify by regular or certified mail to the registered office or principal place of business.
Tax clearance is required
Tax clearance letter, unless a nonprofit.
Tax regime: file all outstanding franchise tax and Public or Ownership Information Reports, and pay all tax, penalty and interest, then request the clearance letter. BOC regime: correct the circumstance that caused termination, including appointing a registered agent, and pay all fees, interest and penalties.
As a direct result of the forfeiture of the right to transact business, an entity’s officers, directors, partners, members, or owners will be liable for certain debts of the entity (including taxes, penalties, and interest) incurred after the due date of the report and/or payment.Texas Comptroller of Public Accounts, Tax Policy News, October 2025. The Comptroller labels Tax Policy News as general information rather than legal advice.
Two limits belong next to that. Reinstatement does not eliminate personal liability that had already attached under Texas Tax Code section 171.255, and it does not establish that any liability attached in the first place. Section 171.255(c) also provides a defence where the debt was created over the person’s objection or without that person’s knowledge, on the conditions the subsection states. Although the Comptroller describes the exposure broadly, section 171.255 refers to directors and officers, and courts have strictly construed its application to LLC members and managers, including disputed questions about the person’s role and when the particular debt was incurred.
Yes, with limits. Reinstatement before the third anniversary means the entity is considered to have continued in existence without interruption. BOC 11.253(e) automatically reinstates any protected or registered series. Separately, BOC 11.359 extinguishes existing claims by or against a terminated filing entity unless an action is brought within 3 years of termination. Retroactivity of the tax-forfeiture set-aside is operational rather than statute-verified.
The state does not hold your name. Texas releases the name. The Secretary of State considers only ACTIVE entities for name availability, so a terminated or forfeited LLC’s name can be taken. Reinstatement is blocked until the entity amends to a distinguishable name, or obtains written consent under BOC 11.203.
These are the things Texas does not publish, or publishes in a form we could not verify against a primary source. They are listed rather than left out, because a gap you can see is more useful than a page that looks complete.
Last verified Aug 3, 2026. Every figure on this page comes from a state statute, rule, form or fee schedule.
What Texas calls the certificate, what it costs, and what must be current before the state will issue one.
The form, the fee, and the step-by-step process for changing your registered agent in Texas.
What Texas law says about running an LLC there without a certificate of authority, and what it costs.
Answer 3 questions to find out if your LLC needs to register in other states.
This page provides general information based on publicly available Texas statutes and Texas Secretary of State publications. It is not legal advice and is not a substitute for advice from a licensed attorney about a specific situation. Statutes, forms, and fees change. Verify current requirements with the Texas SOS before filing. If you are facing enforcement action or a pending lawsuit, consult a Texas business attorney.