How to Reinstate Texas LLC: A Step-by-Step Guide

Has your Texas LLC been forfeited? For many business owners, this happens after missing required franchise tax report, public information report, or state filings. The result: your company loses its legal standing, can’t enter contracts, and risks exposing its owners to personal liability. A forfeited or dissolved LLC can’t legally operate, sign contracts, or conduct business until reinstated.

Fortunately, reinstating a Texas LLC is a well-defined process—one that helps restore your business’s rights and legal protections. This guide explains what “forfeited” means, why it happens, and provides a clear, step-by-step approach to reinstate your Texas LLC, from resolving state issues to filing with the Texas Secretary of State.

Texas LLC active status restored certificate after successful reinstatement with Secretary of State and tax clearance

Key Takeaways

A forfeited Texas LLC cannot legally transact business until it is reinstated to active status.
The reinstatement process requires four main steps: filing past-due reports and paying taxes, requesting a Tax Clearance Letter from the Comptroller, filing Form 801 with the Secretary of State, and paying the reinstatement filing fee.
The Tax Clearance Letter (Form 05-377) is obtained by submitting a request via Form 05-391 to the Texas Comptroller after all tax obligations are satisfied.
Reinstatement requests can be filed online through the Secretary of State’s SOSDirect system, making submission and payment convenient.
Total costs depend on unpaid taxes, accrued interest, penalties, and required filing fees.
Professional services are not required but can ensure all required steps are met and help you avoid costly errors or delays during the reinstatement process.

Understanding the LLC Reinstatement Process

What Does It Mean to Reinstate an LLC in Texas?

When your LLC in Texas is forfeited through involuntary termination, the state has terminated your entity because it did not meet legal obligations, typically required state tax filings, franchise tax payments, or business registration requirements.

A forfeited LLC loses its ability to shield its members from personal liability. While Texas law typically protects LLC members from responsibility for business debts, forfeiture revokes this protection for debts and obligations incurred during the period of forfeiture. As a result, members and managers may become personally responsible for the LLC’s debts. Additionally, a forfeited LLC cannot conduct financial transactions, sign contracts, or defend its intellectual property in Texas courts.

According to Wilson Legal Group, “In Texas, the process of reinstating an LLC involves bringing it back to an active status after it has been dissolved or revoked. This is most appropriate for LLCs with an established customer base or ownership of intellectual property… Any underlying issues that led to the LLC’s dissolution must be addressed before reinstating it.”

Texas LLC reinstatement brings your company back to active status and good standing.

Common Reasons for LLC Forfeiture

The Texas Secretary of State and Texas Comptroller will only involuntarily terminate business entities for clear statutory failures:

Failure to File Required Reports: Texas limited liability companies must file a Public Information Report each year. As of 2024, LLCs with annual revenue under $2.47 million do not need to file the “No Tax Due” franchise tax report, but missing a required Public Information Report or other state filings can still trigger forfeiture.

Non-Payment of Franchise Taxes: Unpaid franchise taxes, penalties, or interest can result in forfeiture. If fees are not paid by the deadline, the LLC risks termination and loss of privilege to operate in Texas.

Registered Agent Issues or Not Responding to State Notices: Every Texas LLC must maintain an active registered agent. If the Secretary of State or Comptroller sends official notices about missed filings or taxes and those go unanswered, the LLC can be declared noncompliant and forfeited.
Errors or Omissions on Required State Filings: Mistakes, missing reports, or incomplete submissions (such as Public Information Reports or registered agent changes) can lead to automatic forfeiture if they are not corrected promptly.
Voluntary Termination Gone Wrong: Occasionally, business owners try to dissolve by ignoring state filings instead of completing the official termination process, leaving the LLC in an unresolved, noncompliant status. This can lead to administrative forfeiture or loss of privileges.

Failure in any of these areas can mean the state forfeits the LLC’s privileges, exposes members to personal liability, and blocks the business from legally operating until reinstatement.

Comparison of compliant LLC versus forfeited LLC showing missed reports unpaid taxes and registered agent issues in Texas

Preparing for Reinstatement

Assessing Your LLC’s Current Status

The Texas Comptroller’s office maintains public records of business accounts. Start by visiting the Texas Comptroller’s website and searching for your LLC to check your account status, which will be listed as “Active,” “Forfeited,” or “Involuntarily Ended”. Review your business to identify any missing franchise tax reports, unpaid taxes, penalties, interest, and confirm that your registered agent information and business name remain valid.

Note: These instructions are specific to limited liability companies (LLCs); professional corporations, nonprofit corporations, and limited partnerships have separate requirements under Texas law.

Gathering Required Documents

To reinstate a Texas LLC, you will need several key documents. You’ll need your LLC’s Certificate of Formation (or equivalent original filing), your Employer Identification Number (EIN), and any correspondence from the Texas Comptroller or Secretary of State related to the forfeiture. It is also helpful to review your business activity records and official registered agent documentation.

Step-by-Step Process to Reinstate an LLC in Texas

Step 1: File All Past-Due Franchise Taxes, Public Information Reports, and Pay Any Fees

The first step in reinstating your Texas LLC is to resolve all outstanding obligations with the Texas Comptroller. According to the official guidance: “To satisfy all requirements to reinstate your entity, first submit these items to the Comptroller’s office. Step 1. File any Annual Franchise Tax and (Public or No Tax Due) Reports. Step 2. Pay any taxes, penalties, and interest that are due.”

What You Need to File:

Annual Franchise Tax Reports: File reports for every year your LLC was non-compliant, even if no tax was due.
Public Information Reports: Submit any missing annual Public Information Reports to keep your business records current with the state.
Payment of All Taxes, Penalties, and Interest: Pay all outstanding amounts owed to the Comptroller.

Understanding Texas Franchise Tax:

The annual franchise tax is based on your company’s revenue, not profit. Many LLCs qualify for the “No Tax Due” threshold if their revenue is less than $2.47 million (for 2025).

Here’s where many make mistakes: they assume “no tax due” means they don’t need to file annual reports. That’s incorrect. You must file franchise tax reports for each year to claim the exemption.

How to Pay:

Log in to the Texas Comptroller’s system with your Texas Taxpayer Number, review each year of missed annual reports, and understand the breakdown of base tax, penalties, and interest payments. When you pay fees and unpaid taxes, keep payment confirmations—you’ll need them for your tax clearance letter request.

Important: The Texas Comptroller applies late payment penalties—usually 5–10% of the overdue tax—plus a minimum $50 fee for each missed report, and interest accrues on unpaid balances until settled.

Step 2: Request a Tax Clearance Letter from the Texas Comptroller of Public Accounts

The Texas Tax Clearance Letter is a necessary document for reinstating a forfeited LLC in Texas. As Insogna CPA explains, “The first step in reinstating your LLC is proving that you’re current on all franchise tax obligations. That means requesting a Tax Clearance Letter (Form 05-391) from the Comptroller… Without this letter, the Secretary of State will reject your reinstatement application.”

How to Request Your Tax Clearance Letter:

Ensure all franchise tax reports have been filed (completed in Step 1).
Confirm all taxes, penalties, and interest have been paid in full (completed in Step 1).
Submit Form 05-391 (Tax Clearance Letter Request Form) to the Texas Comptroller.
Wait for the Comptroller to process your request and issue Form 05-377 (the Tax Clearance Letter).

Processing Time: Typically, processing a Tax Clearance Letter request takes two to three business days, but mail submissions may take longer.

Critical Note: The Secretary of State will not consider a reinstatement application without receiving this tax clearance document from the Comptroller. This is a mandatory requirement—there are no exceptions.

Step 3: File Application for Reinstatement Along with Tax Clearance with the Texas Secretary of State

Once you have received your Tax Clearance Letter from the Comptroller, you can proceed to file your reinstatement application with the Texas Secretary of State.

The Reinstatement Form:

For most LLCs, the correct application is Form 801 (Application for Reinstatement and Request to Set Aside Tax Forfeiture). Download the current form from the Texas Secretary of State website. The form asks for your entity’s legal name, Texas file number, registered agent’s name and address, registered office address, and the reason for reinstatement (typically “involuntary termination” or “tax forfeiture”).

Required Attachments:

Completed Form 801 (or Form 811 for non-tax forfeitures)
Tax Clearance Letter (Form 05-377) from the Comptroller

How to File – Online Option:

To reinstate your LLC online, log in to SOSDirect, create an account, and select the reinstatement form that matches your LLC status (Form 801 for tax forfeiture, Form 811 for other reasons). Enter your entity’s file number, upload the completed forms, ensure the Tax Clearance Letter is included, verify registered agent info, and confirm account status is current. Any errors during filing can cause outright rejection and require refiling.

How to File – Mail Option:

Paper filings require mailing Form 801 (or Form 811, as relevant), the Tax Clearance Letter, and payment to:

Secretary of State

Statutory Filings Division

P.O. Box 13697

Austin, TX 78711-3697

Important Filing Notes:

Information must match across agencies (Comptroller and Secretary of State records).
Applications must be completed without errors, or they may be rejected.
DIY reinstatement attempts can face rejections that extend inactivity if steps are not followed exactly.

Step 4: Pay Filing Fee for Reinstatement

The final step is paying the required filing fee to the Texas Secretary of State for processing your reinstatement application.

Secretary of State Filing Fees:

Standard reinstatement (after tax forfeiture): $75
Reinstatement (after voluntary termination): $15
Expedited 24-hour service: Additional $25
Same-day expedited service: Additional $50

Payment Methods:

Online via SOSDirect: Credit/debit card payment processed immediately with your filing.
Mail: Include check or money order with your paper filing.

Processing Times:

Online filing (standard): 2–3 business days
Online filing (expedited): 24 hours or same-day, depending on fee paid
Mail filing: Two to three weeks

Note: Fees may need to be paid multiple times if corrections are required. Make sure all information is accurate before submitting to avoid rejection and additional fees.

After Approval: Once approved, you will receive a Certificate of Reinstatement and your LLC’s status will update to “Active,” restoring limited liability protection and legal operational status in Texas.

Step-by-step infographic showing how to reinstate Texas LLC from checking status to filing Form 801 online

Total Cost to Reinstate a Forfeited LLC in Texas

The cost to reinstate a forfeited LLC in Texas includes several required payments:

Secretary of State filing fee: The standard fee for reinstatement after involuntary termination or tax forfeiture is $75 (or $15 if reinstating after voluntary termination). Expedited service is available for an additional $25–$50.
Unpaid franchise taxes: You must pay any outstanding Texas franchise taxes for the years your LLC was out of compliance.
Penalties and interest: The Texas Comptroller applies late payment penalties—usually 5–10% of the overdue tax—plus a minimum $50 fee for each missed report, and interest accrues on unpaid balances until settled.
Optional professional services: If you seek expert help (legal, tax, or filing services) to avoid delays and denials, this will be a separate, optional cost.

For some Texas LLCs, the total may be just a few hundred dollars if only a single report was missed. However, multiple years of non-compliance, unpaid taxes, or complex case histories can push costs into the thousands when all penalties, interest, and state fees are included.

Why Professional Services Make Sense for LLC Reinstatement

Reinstating a Texas LLC means navigating forms, deadlines, and communication with both the Comptroller and Secretary of State. Even minor errors like missing a required document or misreporting a tax payment can cause costly delays and repeat filing fees. Professional services handle reinstatements every day, so they know how to get it right the first time. Compliance experts understand the nuances of each required form, know exactly what the Comptroller’s office checks for, and can quickly request and manage your Tax Clearance Letter.

Using a trusted provider like DoMyLLC means avoiding common mistakes that cause rejected applications and wasted business days. When a business is stuck in “forfeited” status, even a short delay means lost contracts, legal exposure, and extra penalties. Our team streamlines the process, tracks critical deadlines, and communicates directly with state agencies.

Professional help isn’t just convenient—it’s a smart investment that minimizes downtime, eliminates the guesswork, and restores the legal protections your business needs. And with flat-rate, transparent pricing, most businesses save time and money compared to the frustration of ‘DIY’ attempts.

Conclusion

The LLC reinstatement process is manageable when you understand the steps. By following this four-step process—filing past-due reports and paying taxes, requesting your Tax Clearance Letter, submitting Form 801 with the Secretary of State, and paying the filing fee—you can restore your LLC to active status.

Once your LLC in Texas is back to active status and good standing, set calendar reminders for annual franchise tax deadlines and keep your registered agent information current. File annual reports on time, pay required fees when due, and monitor your account status regularly.

FAQs

How long does it take to reinstate a Texas LLC?

When you file your reinstatement request online with the Texas Secretary of State, processing takes 2-3 business days. If you pay additional SOS filing fees for expedited processing, you get same-day or 24-hour service. Getting your tax clearance letter from the Comptroller’s office adds several days to the LLC reinstatement timeline.

Can I reinstate my Texas LLC myself, or do I need professional help?

You can reinstate your Texas LLC on your own, and for straightforward cases, many owners do just that. However, even seemingly simple reinstatement situations can benefit from professional help. Experienced compliance specialists understand each step of the process—handling forms, coordinating with both the Comptroller and Secretary of State, and avoiding the small but common errors that can trigger rejection or additional fees. With years of experience, professional services like DoMyLLC know exactly what documentation is needed, how to speed up processing, and how to prevent costly delays. Whether your case is routine or involves outstanding taxes, leaning on experts helps ensure your LLC is restored to active status quickly and correctly, giving you peace of mind and allowing you to get back to business as soon as possible.

What happens if I don’t reinstate my forfeited LLC?

Once your Texas LLC is forfeited, it immediately loses state legal protections, including limited liability for members and managers, and legal standing to transact business or enforce or defend contracts in Texas courts. If the business continues to operate while forfeited, these personal risks and legal vulnerabilities persist and potentially increase. Members and managers remain personally liable for debts and obligations incurred during the forfeited period. You cannot file annual reports, update registered agent information, or maintain good standing, and penalties and interest on unpaid taxes will continue to accumulate until reinstatement. The Comptroller may also pursue collection actions for delinquent taxes, and the business may lose access to banking, vendor relationships, and other licenses until reinstated.

Do I need to file franchise tax reports for years my LLC was inactive?

As of 2024, most Texas LLCs with annual revenue below $2.47 million do not need to file a “No Tax Due” franchise tax report, even if inactive with no financial transactions. However, you must still file a Public Information Report every year to keep your records current. If your LLC’s revenue exceeds $2.47 million in any year, you must file a franchise tax report and pay any tax due.

Will reinstatement restore my LLC to the exact date it was forfeited?

No, reinstatement in Texas is not retroactive. It takes effect only when approved by the Secretary of State, and members are personally liable for business debts during forfeiture.

In some states, however, the law allows “retroactive” or “relation-back” reinstatement, meaning legal protections and business authority may be restored to cover the forfeited period.

Because Texas does not offer retroactive protection, acting quickly—and seeking professional help—minimizes your risks and liability gaps. Compliance experts help ensure prompt, accurate filing so you regain LLC protections as soon as possible.

How Our Services Can Help

Our team specializes in Texas LLC reinstatement and manages the process from start to finish—from helping you resolve tax issues with the Comptroller’s office to accurate preparation and filing with the Secretary of State. We help ensure everything is processed correctly the first time, so you get back to active status quickly and avoid costly DIY mistakes.

Beyond reinstatement, we also provide annual compliance reminders, registered agent services, and ongoing support to help you track deadlines, maintain good standing, and never miss a critical filing. Our experts can update your registered agent during reinstatement if needed and monitor all future requirements so your business stays protected year-round.

Ready to reinstate your Texas LLC? Contact us today and get your business back in good standing.