When Texas forfeits your LLC, it loses the legal right to transact business in the state — and every officer and director becomes personally liable for company debts incurred during the forfeiture period. Reinstating requires filing all delinquent franchise tax reports with the Comptroller, paying any taxes and penalties owed, obtaining a tax clearance letter, and filing a reinstatement certificate with the Secretary of State. This guide covers each step in order.
Step 1: Confirm your forfeiture status and find every delinquent year
Before you file anything, pull the full picture of what you owe. Go to the Texas Comptroller's Taxable Entity Search and search for your LLC by name or EIN. You'll see:
- Your entity status (Active, Forfeited, or Involuntarily Ended)
- Each franchise tax report year and whether it's filed or unfiled
- Any outstanding balance on your account
Write down every year shown as delinquent. You must clear all of them — you cannot file just the most recent year and expect clearance. Also confirm your registered agent is still active; a lapsed registered agent is a separate problem that will block good standing after reinstatement. See our registered agent guide if yours has lapsed.
Common mistake: Assuming only one year is delinquent. Texas often forfeits entities that missed a single report, but by the time you notice the forfeiture, two or three additional annual reports may have come due while you were unaware.
Estimated time: 10–15 minutes.
Step 2: File all delinquent franchise tax reports and Public Information Reports
For each delinquent year, file the correct franchise tax form:
- Form 05-169 (EZ Computation) — use this if annualized total revenue was $2,650,000 or less for that year (the 2026 no-tax-due threshold)
- Form 05-158-A/B (Long Form) — use this if revenue exceeded the threshold
File in order from oldest to newest. For each year, you must also file the Public Information Report (Form 05-102). A missing PIR is one of the most common forfeiture triggers — it must accompany every franchise tax report.
File through the Comptroller's WebFile portal or by paper. WebFile is faster and gives you a confirmation number.
Common mistake: Filing the franchise tax report but forgetting the PIR for the same year. The Comptroller treats them as a paired submission — an incomplete year leaves your account in a delinquent state.
Estimated time: 30–60 minutes per delinquent year.
Step 3: Pay all back taxes, penalties, and interest
After filing your reports, the Comptroller calculates your total balance. This will include:
- Franchise tax owed for each delinquent year (may be $0 if below the no-tax-due threshold)
- $50 late-filing penalty per report
- 5% penalty on tax owed if the report is filed 1–30 days late
- 10% penalty on tax owed if the report is filed more than 30 days late
Pay through WebFile or by check. Save your payment confirmation — you'll need it when following up on the clearance letter.
If your LLC has no taxable revenue (sole owner, no employees, no sales), you likely owe $0 in tax but still owe the $50 per-year late-filing fee for every missed report.
Step 4: Request and receive your tax clearance letter from the Comptroller
Once all reports are filed and payments are processed, the Comptroller will update your account status. Request a tax clearance letter confirming your LLC is current on all franchise tax obligations. This letter is required to complete reinstatement through the Secretary of State.
Contact the Comptroller's Franchise Tax division if your account status hasn't updated after several business days. Processing times vary depending on filing volume and payment method.
Common mistake: Attempting to file with the SOS before the Comptroller issues clearance. The SOS will reject a reinstatement application if the Comptroller's records still show a delinquent balance.
Step 5: File your reinstatement certificate with the Secretary of State
Take your tax clearance letter to the Texas Secretary of State and submit a certificate of reinstatement. You can file through SOSDirect online or by paper.
The SOS will review your filing. If your registered agent is current and the Comptroller clearance is in order, the SOS will restore your LLC's right to transact business and issue a reinstated certificate of formation.
Keep the reinstated certificate — you will need it to reactivate business bank accounts, demonstrate active status to vendors, and in some cases to requalify for certain licenses or contracts.
Estimated time for this step: 15–30 minutes to file; SOS review adds days to a few weeks.
Step 6: Verify your LLC is active in both systems
After reinstatement, confirm both agencies show your LLC as active:
- Comptroller Taxable Entity Search — status should read "Active"
- SOS business search at sos.state.tx.us — status should no longer show "Forfeited"
If either system still shows a problem, contact that agency directly. Do not resume transacting business until both systems confirm active status.
Quick reference
| Detail | Info |
|---|---|
| What | Reinstatement of forfeited Texas LLC |
| Who | Texas LLCs forfeited for failure to file franchise tax reports or PIR |
| Step 1 — Agency | Texas Comptroller — comptroller.texas.gov/taxes/franchise/ |
| Step 2 — Agency | Texas Secretary of State — sos.state.tx.us |
| Forms | Form 05-169 (EZ) or 05-158-A/B (Long Form) + PIR (05-102) per delinquent year |
| Cost | $50 late fee per report + 5–10% on any tax owed + SOS reinstatement fee |
| Personal liability | Officers/directors liable under TX Tax Code §§ 171.251, 171.252, 171.255 |
| Tax clearance | Required from Comptroller before SOS will accept reinstatement |
Frequently asked questions
How do I reinstate a forfeited Texas LLC?
File all delinquent franchise tax reports and Public Information Reports with the Texas Comptroller, pay any back taxes and penalties owed, obtain a tax clearance letter from the Comptroller, and then file a reinstatement certificate with the Texas Secretary of State. You must clear every delinquent year — partial filings will not result in clearance.
How long does it take to reinstate a forfeited Texas LLC?
Filing the delinquent reports takes a few hours. The Comptroller then needs time to process payments and issue a tax clearance letter — typically days to a few weeks. SOS review adds additional time. Plan for two to four weeks minimum; longer if multiple years are delinquent.
What is the cost to reinstate a forfeited Texas LLC?
At minimum you owe a $50 late-filing penalty per delinquent report, plus 5% or 10% of any franchise tax owed. The SOS also charges a reinstatement fee. If you owed no franchise tax in the delinquent years, total costs may be just $50 per missed year plus the SOS filing fee.
Can I reinstate a Texas LLC online?
Yes. File delinquent reports and pay through the Comptroller's WebFile portal. Submit the reinstatement certificate through SOSDirect. No mail or in-person visit is required for most reinstatements.
What happens if I don't reinstate my forfeited Texas LLC?
The forfeiture persists indefinitely. Your LLC cannot transact business, sue in Texas courts, or enforce contracts. Under Texas Tax Code §§ 171.251, 171.252, and 171.255, every officer and director remains personally liable for debts the LLC incurs while forfeited. The delinquent balance also grows as additional annual filing deadlines pass.
Disclaimer: This page provides general information about Texas LLC reinstatement procedures and does not constitute legal or tax advice. Filing requirements and fees are subject to change. Consult a licensed Texas attorney or CPA for advice specific to your situation.
Not sure what else your Texas LLC owes?
Most business owners are surprised by how many filing obligations they have. Ortholo's free compliance checker shows you everything you owe, when it's due, and what happens if you miss it — personalized to your entity.
Last verified: 2026-05-04
Sources: Texas Comptroller — Franchise Tax | Texas Secretary of State — Business Organizations | Texas Tax Code §§ 171.251–171.255