How Do I Reinstate a Dissolved LLC in Texas?
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- Title: Reinstate a Dissolved LLC in Texas | Secretary of State
- Description: Step-by-step process to reinstate your Texas LLC after dissolution or forfeiture, including tax clearance and filing requirements.
FAQ
Q: How do I reinstate a dissolved LLC in Texas?
A: File all delinquent franchise tax reports with the Texas Comptroller, pay all back taxes, penalties, and interest, obtain a tax clearance certificate from the Comptroller, then file a reinstatement application with the Texas Secretary of State and pay the $75 reinstatement fee. Your LLC's right to transact business is restored upon approval (Tex. Bus. Org. Code § 11.101).
Reinstatement Steps
Step 1: File Delinquent Reports with the Comptroller
Contact the Texas Comptroller to identify all missed Public Information Reports (PIR) or Ownership Information Reports (OIR). These annual reports were due May 15 each year. File each delinquent report immediately. Texas allows zero grace days—your LLC was forfeited the day after the May 15 deadline passed (Tex. Bus. Org. Code § 11.101).
Step 2: Pay All Taxes, Penalties, and Interest
Submit full payment to the Comptroller for:
- All delinquent franchise taxes
- $50 late penalty per delinquent report
- Additional penalties: 5% if paid 1–30 days late; 10% if over 30 days late
- Interest accruing after 61 days
Obtain written confirmation of full payment.
Step 3: Obtain Tax Clearance Certificate
Request a tax clearance certificate from the Texas Comptroller confirming all franchise tax obligations are satisfied. The Secretary of State will not process reinstatement without this document.
Step 4: File Reinstatement with Secretary of State
Submit your reinstatement application to the Texas Secretary of State with the $75 reinstatement fee. File online at https://www.sos.state.tx.us/corp/sosda/index.shtml or mail to P.O. Box 13697, Austin, TX 78711-3697. Attach your tax clearance certificate.
Critical Point
Contact the Comptroller first. Many reinstatement attempts fail because filers contact only the Secretary of State. Tax clearance from the Comptroller is mandatory before the Secretary of State will process reinstatement.
Contact Information
Texas Comptroller of Public Accounts (Franchise Tax Division) https://comptroller.texas.gov
Texas Secretary of State Phone: (512) 463-5555 Website: https://www.sos.texas.gov Online Filing: https://www.sos.state.tx.us/corp/sosda/index.shtml Mailing Address: P.O. Box 13697, Austin, TX 78711-3697
This is general information, not legal advice.