How to Reinstate an LLC in Texas

How reinstatement works in Texas

In Texas, an LLC is not administratively dissolved for a missed report; it is forfeited under the Tax Code. The Comptroller first forfeits its right to transact business, and the Secretary of State can later forfeit its existence. Reinstatement starts with the Comptroller, not the Secretary of State. The LLC files every missing franchise tax report and Public Information Report, pays all tax, penalties, and interest, waits a few business days for payments to post, and then requests a tax clearance letter for reinstatement through Webfile or Form 05-391. It then files Form 801, the Application for Reinstatement and Request to Set Aside Tax Forfeiture, with that letter and a $75 fee through SOSPortal. Form 801 must be signed by someone who was a member or manager on the forfeiture date. There is no deadline for a tax forfeiture, but the name is not reserved, so a name taken in the meantime requires an amendment.

Steps to reinstate a Texas LLC

1. File all outstanding franchise tax reports and Public Information Reports with the Comptroller
2. Pay all franchise tax, penalties, and interest due
3. Request a tax clearance letter for reinstatement from the Comptroller through Webfile or Form 05-391 (wait 2 to 3 business days after paying)
4. File Form 801, Application for Reinstatement and Request to Set Aside Tax Forfeiture, with the Tax Clearance Letter (Form 05-377)
5. Have Form 801 signed by a person who was a member or manager of the LLC on the date of forfeiture
6. Include a letter of consent or an amendment to the certificate of formation if the LLC's name is no longer available
7. Form to use: Form 801, Application for Reinstatement and Request to Set Aside Tax Forfeiture.
8. Submit Form 801 with the Comptroller's tax clearance letter and the fee to the Secretary of State online through SOSDirect/SOSPortal, or by mail to P.O. Box 13697, Austin, TX 78711-3697 if online filing is not possible.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$75 Secretary of State filing fee for Form 801, plus every delinquent franchise tax report and PIR, all franchise tax, penalties, and interest owed; a name amendment, if needed, carries its own fee. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Your LLC name: Only names of active entities are considered when checking availability, so another business can take the name during forfeiture; if that happens, the LLC must file an amendment changing its name (or a letter of consent) with Form 801.

The most common cause is a missed Public Information Report. See the Texas Public Information Report guide for deadlines so it does not happen again.

Reinstatement in Texas and nearby states

Mistakes that slow down a Texas reinstatement

• Filing Form 801 before obtaining the Comptroller's tax clearance letter, which the Secretary of State requires.
• Requesting the tax clearance letter the same day a payment is made, instead of waiting the 2 to 3 business days the Comptroller recommends.
• Having Form 801 signed by a new member or manager who was not with the LLC on the date of forfeiture.