How to Reinstate a Forfeited or Terminated LLC in Texas

How to reinstate a Texas LLC

1. Check the entity’s current status first. Search your LLC on the Texas SOS business database and read the exact status word the state shows. That word decides which filing you need, and filing the wrong one is a rejected filing and a lost fee.
2. Check that your name is still available. Texas releases the name. The Secretary of State checks a new name only against existing filing entities, so a terminated or forfeited LLC's name can be taken. Reinstatement is then blocked until the entity changes to a distinguishable name or gets written consent from the entity using the similar name.
3. Confirm you are still inside the deadline. The deadline depends on why the LLC lost its status and where it was formed. Form 801 for tax forfeiture has no filing deadline if the entity would otherwise have continued to exist. Under Form 811, a Texas-formed LLC involuntarily terminated by the Secretary of State may apply at any time, but uninterrupted-existence treatment requires reinstatement before the third anniversary. An out-of-state LLC whose Texas registration was revoked for a non-tax reason must file Form 811 no later than the third anniversary of revocation.
4. Fix the thing that caused it. 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. Follow the state instructions: some payments and updates go with the application; others must be completed first.
5. Get the clearance document for this route before you file. 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.
6. Get the clearance document for this route before you file. Tax clearance letter, unless a nonprofit.
7. Choose the filing that matches your status. The routes below are alternatives, not instructions to file every form. If more than one default applies, resolve each requirement with the state.
8. File Form 801 for the Tax forfeiture. The filing fee is $75. It is filed through SOSPortal.
9. File Form 811 for the Involuntary termination. The filing fee is $75. It is filed through SOSPortal.
10. Verify it on the state record, not in your inbox. Search the entity again on the Texas SOS business database and confirm the status has changed. A confirmation email is not the record. While you are there, check that the address and the agent on file are ones you actually monitor, because that is where the next notice goes.

Two separate regimes, and you have to know which one you are in

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.

What else you have to pay

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.

What the LLC can and cannot do while it is forfeited

• The Comptroller states the entity will generally be denied the right to sue or defend in a Texas court.

Personal liability: what the Comptroller says, and what is disputed

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.

Does fixing it undo the gap?

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.

Can someone take your LLC name?

The state does not hold your name. Texas releases the name. The Secretary of State checks a new name only against existing filing entities, so a terminated or forfeited LLC's name can be taken. Reinstatement is then blocked until the entity changes to a distinguishable name or gets written consent from the entity using the similar name.