What Happens if My LLC Is Dissolved by Texas?
Your Texas LLC is involuntarily dissolved when you fail to file your annual Public Information Report (PIR) or Ownership Information Report (OIR) by May 15 with the Texas Comptroller. The Comptroller forfeits your right to transact business; the Secretary of State then terminates your entity under Tex. Bus. Org. Code § 11.101. You lose legal authority to operate, contracts may become unenforceable, and you face penalties. Reinstatement requires filing all delinquent reports, paying taxes plus penalties and interest, obtaining a tax clearance, and filing a reinstatement application with a $75 fee.
How Involuntary Dissolution Occurs
Texas requires all LLCs to file an annual report by May 15 each year. There is no grace period. Failure to file triggers a $50 penalty plus additional penalties: 5% if paid 1–30 days late, 10% if over 30 days late, plus interest after 61 days.
If you don't cure the delinquency, the Comptroller forfeits your right to transact business. The Secretary of State then involuntarily terminates your entity. Once dissolved, your LLC cannot legally conduct business, sign contracts, or sue in court.
Reinstatement Requirements
Reinstatement requires strict compliance:
- File all delinquent reports with the Texas Comptroller
- Pay all back taxes, penalties, and accrued interest
- Obtain a tax clearance letter from the Comptroller
- File a reinstatement application with the Texas Secretary of State with a $75 reinstatement fee
Contact the Texas Comptroller's franchise tax division or the Secretary of State at (512) 463-5555 or https://www.sos.texas.gov for current delinquency status and exact amounts owed.
Key Considerations
Penalties compound quickly. Interest accrues 61+ days after the original due date, making delays expensive. During dissolution, you cannot legally operate, which may breach contracts or loans.
Prompt action matters. The sooner you file delinquent reports and pay taxes, the lower your total penalty exposure.
Business impact is immediate. You lose the legal right to transact business, and creditors may pursue personal liability if operations continue illegally.
For reinstatement assistance, contact the Texas Secretary of State or consult a business attorney to ensure full compliance.
This is general information, not legal advice.