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How to Reinstate Your LLC in Texas

Texas forfeited your entity's right to transact business — likely for failing to file franchise tax reports with the Comptroller. Reinstatement requires tax clearance first, then a Secretary of State filing. We handle the full process in 45 days.

$75
SOS Filing Fee
45 days
Processing Time
Yes
Tax Clearance Required
No
Annual Report Fee
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Step-by-step process

Texas LLC Reinstatement: The Exact Steps

Texas doesn't have annual reports — it has franchise tax reports. The Comptroller enforces them. When you miss filings or payments, the Comptroller certifies forfeiture to the Secretary of State. This two-agency process is where most people get stuck.

⚠️

Two agencies, not one: Filing directly with the Texas Secretary of State without tax clearance from the Comptroller first will be rejected. The clearance certificate is mandatory and takes 2–4 weeks to obtain.

1

File all delinquent franchise tax reports

Texas LLCs must file annual franchise tax reports even if no tax is owed (most LLCs owe $0 under the no-tax-due threshold). All unfiled reports must be submitted to the Comptroller before clearance can be issued.

1–5 days
2

Resolve outstanding franchise tax balance

Pay any outstanding franchise tax, penalties, and interest. The exact amount is available through the Comptroller's online portal. Penalties compound, so clearing this quickly reduces total liability.

Immediate
3

Obtain tax clearance certificate from TX Comptroller

Once all filings are current and taxes paid, the Comptroller issues a clearance certificate — formally lifting the forfeiture flag. This typically takes 2–4 weeks. You cannot file with the SOS without this document.

2–4 weeks
4

File Application for Reinstatement with Texas SOS

Submit Form 811 (LLC) or the appropriate corporation reinstatement form with the Texas Secretary of State, along with the $75 fee and a copy of your Comptroller tax clearance certificate.

1–2 days to file
5

SOS processing (~45 days total)

The Texas SOS reviews and approves. Standard processing takes several weeks after submission. Expedited processing is available for a higher fee and can reduce the review window significantly.

2–4 weeks after filing
6

Obtain Certificate of Good Standing

After reinstatement, request a Certificate of Good Standing (called Certificate of Status in Texas) from the SOS. Required to reopen business bank accounts and execute contracts.

After approval
Why businesses get dissolved

Common Texas Dissolution Reasons

Texas entities are forfeited by the Comptroller, not the SOS. The root cause is almost always franchise tax — even when no tax is actually owed.

📊

Franchise Tax Report Not Filed

Texas LLCs must file annually even when owed amount is $0. Many owners don't realize a zero-tax filing is still required.

💸

Unpaid Franchise Tax + Penalties

Taxes, interest, and penalties unpaid. Texas Comptroller notifies the SOS after a period of non-compliance.

📬

Wrong Registered Agent Address

State notices went to a stale address. No response to Comptroller notices triggers escalation to forfeiture.

📝

Voluntary Dissolution

Members or directors voted to dissolve and filed a Certificate of Termination. Reinstatement may require showing the dissolution was in error.

Common questions

Texas Reinstatement FAQ

Does Texas have annual reports?+
No — Texas uses franchise tax reports instead. Every LLC must file a Public Information Report (PIR) and franchise tax report annually with the Comptroller, even if the entity owes $0 (the "no-tax-due" threshold covers most small LLCs). This is the most common source of confusion — owners assume no tax means no filing.
How long does Texas reinstatement take?+
Plan for 45 days total: 2–4 weeks getting the Comptroller clearance, plus 2–3 weeks for the SOS to process. Expedited SOS processing can compress the SOS portion. The Comptroller timeline is harder to accelerate but typically resolves in 2–4 weeks once all filings and payments are submitted.
Can I transact business while forfeited?+
No. A forfeited Texas entity loses the right to sue in Texas courts, cannot enter new contracts as a valid entity, and may expose officers and directors to personal liability for actions taken while forfeited. Banks may also freeze or close accounts when they discover forfeited status.
What is the Texas reinstatement fee?+
The SOS filing fee is $75 for most entities. You'll also need to pay all back franchise taxes, penalties, and interest owed to the Comptroller — the amount varies based on years delinquent and entity revenue. The Comptroller portion is often larger than the SOS fee.
Texas State Fees
SOS reinstatement fee$75
Annual report backlog$0 (franchise tax)
Tax clearanceRequired
Processing time~45 days
Choose a Plan
Compliance+
$349
Texas requires tax clearance — this plan covers Comptroller correspondence, delinquent report filing, and SOS reinstatement.
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Standard
$249
SOS reinstatement filing. Best if you've already obtained Comptroller clearance yourself.
Get Standard
Full Service
$599
End-to-end: Comptroller resolution, SOS filing, attorney review, and 12-month compliance calendar.
Full Service
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