State guides/Texas/reinstate
How to reinstate a dissolved LLC or corporation in Texas
What happened
Texas "forfeits" entities that miss the May 15 franchise tax report — first the Comptroller forfeits your tax standing, then the Secretary of State forfeits your charter. A forfeited entity loses the right to sue on its contracts, and its officers can become personally liable for debts incurred after forfeiture.
How to fix it, step by step
- 1File every missed franchise tax report with the Comptroller (most young startups owe $0 tax but the report is still mandatory).
- 2Pay any tax due plus penalties, then request a Tax Clearance Letter (Form 05-377) from the Comptroller.
- 3File the Application for Reinstatement (Form 811) with the Secretary of State, attaching the clearance letter — the SOS rejects reinstatements without it.
- 4Confirm the registry shows the entity back in existence.
- 5Calendar May 15 permanently.
What it costs
The Form 811 reinstatement fee is $75, plus a $50 late-report penalty per missed report and any tax, penalty, and interest owed. Personal-liability exposure during forfeiture is the expensive part nobody bills you for.
How long you have
Generally within 3 years of forfeiture — after that, reinstatement gets substantially harder. Confirm your window with the Comptroller.
Worth knowing
The clearance-letter-first sequence is the trap: filing with the SOS before the Comptroller clears you just gets rejected.
A compliance filing service can run the whole reinstatement — the back filings, the fees, the state paperwork — so you can get back to the actual business.
File directly with the state: comptroller.texas.gov · Related: Texas filing requirements
General information from public sources, not legal advice. Fees and procedures change and depend on your entity's history — confirm with the state before relying on them. Some links above are referral links that support this free tool.