Reinstate an LLC in Texas

In Texas, an LLC that falls behind on its franchise tax doesn't get a gentle reminder forever, eventually the Comptroller certifies the entity as delinquent and the Secretary of State forfeits its existence. A forfeited LLC loses the right to transact business, and its managers can lose the liability shield for certain debts incurred during the forfeiture. Reinstatement is how you undo that. The path runs through two agencies in a fixed order, the Comptroller first, the Secretary of State second, and this page walks the whole route, what it costs, and when reviving isn't actually the smart move.

What does forfeiture, administrative termination, mean in Texas?

Texas doesn't use the phrase “administrative dissolution” the way many states do; it uses forfeiture. When an LLC fails to file its annual franchise tax report or pay what it owes, the Texas Comptroller first forfeits the entity's right to transact businessand if the delinquency continues the Comptroller certifies it to the Secretary of State, which then forfeits the entity's existence entirely. At that point the LLC is no longer in good standing and, for practical purposes, no longer a functioning legal entity.

The consequences bite quickly. A forfeited LLC can't maintain a lawsuit in Texas courts, loses the exclusive right to its name, and, importantly, the people running it can become personally liable for certain debts the business incurs during the forfeiture period. Unlike a routine annual report lapse in some states, a Texas forfeiture is tied directly to the franchise tax, so the fix is always tax-first.

How do you reinstate an LLC in Texas, step by step?

The order is not optional. The Secretary of State will not reinstate a tax-forfeited LLC until the Comptroller says the tax account is clean, and that proof comes as a tax clearance letter.

1. Confirm the forfeiture and its cause. Check the entity's status with the Secretary of State and the franchise tax account with the Comptroller so you know exactly what's outstanding.
2. File every missing franchise tax report. That includes each year's franchise tax report and the accompanying Public Information Report, even for years with no tax due.
3. Pay the balance. Any franchise tax owed, plus penalties and interest that accrued while the entity was delinquent.
4. Request a tax clearance letter. Once the account is current, ask the Comptroller for the tax clearance letter (used for reinstatement) confirming there's no bar to reinstatement.
5. File Form 811 with the Secretary of State. Submit the Application for Reinstatement together with the tax clearance letter and the filing fee. Confirm the current form and fee with the Secretary of State before you send it.
6. Confirm active status. Verify the Secretary of State record shows the LLC back in existence and good standing before you rely on it for banking, contracts or licensing.

What does reinstatement cost in Texas, and how long does it take?

The Secretary of State's reinstatement filing fee is around $75, confirm the current figure directly with the Texas Secretary of State, but that's the smallest line item. The cost that actually matters is the franchise tax arrears the Comptroller requires before issuing a clearance letter: every unfiled report brought up to date, plus any tax owed, plus penalties and interest. The size of that number depends entirely on how many years the LLC was delinquent and whether it had revenue above the no-tax-due threshold in any of them. Total it from your own account, and confirm the balance with the Comptroller rather than working off a guess.

Timing is a two-stage wait. First, the Comptroller has to process your filings and payment and issue the clearance letter, the pace of that depends on how quickly you get the reports in. Then the Secretary of State processes Form 811, which typically takes a few business days to a couple of weeks depending on the filing channel and current volumes. Processing times vary, and expedited options may be available if you're against a deadline.

What do you have to clear first in Texas?

• All delinquent franchise tax reportsincluding the Public Information Report for each year.
• Franchise tax owedfor any year the LLC exceeded the no-tax-due threshold.
• Penalties and interestwhich accumulate for each year of delinquency.
• The tax clearance letterthe Comptroller's sign-off, which the Secretary of State requires alongside Form 811.

If your LLC used a Certificate of Account Status at formation or for other filings, the same Comptroller account is what has to be brought current here, the tax clearance letter for reinstatement is a close cousin of that certificate. Getting the franchise tax side clean is the whole game; the Secretary of State step is almost administrative by comparison.

What happens to your EIN and federal taxes in Texas?

Here's the piece Texas's reinstatement process never touches: your EIN and the IRS business account behind it. Whether you revive the LLC or let it go, the state filing only settles the state side of the ledger. The IRS keeps its own separate record, and the two don't talk to each other.

If you're reinstating to keep operatingthe federal side simply continues, the same EIN carries on and you keep filing federal returns each year as normal. Clearing the Comptroller and restoring good standing changes nothing about your federal obligations, and a reinstated LLC that stops filing federal returns just creates a fresh problem later.

If you're leaning the other way, closing the LLC rather than reviving it, remember that the IRS never cancels an EIN. The number is permanent and is never reassigned. Instead you ask the IRS to close the business account attached to the EIN, and it won't do that until your final federal returns are filed and marked final. This is the single most-missed step when people close a company themselves: they file the state paperwork, assume they're finished, and leave an open IRS account quietly expecting returns.

None of this changes because the LLC was forfeited rather than voluntarily terminated, if anything, an entity that lapsed on its own is more likely to have loose federal threads: unfiled returns, or an account nobody remembered. Settling the winding-up properly, providing for any debts, filing the outstanding returns, and closing the IRS account, is what turns a forfeited-and-forgotten Texas LLC into one that's genuinely, finally closed.

Should you reinstate, or dissolve and start fresh?

Before you spend money clearing years of franchise tax to revive the entity, ask whether the entity is worth reviving. There are two honest answers.

Reinstate if the LLC is a real, ongoing business, it holds contracts, licenses, permits or property tied to that specific entity, has employees or a bank relationship, or owns a name and reputation you can't easily rebuild. Continuity has value, and the back-tax cleanup is the cost of keeping it.

Dissolve and start fresh if the LLC is effectively a dormant shell. If it never really traded, holds nothing worth protecting, and your real goal is just to stop the franchise tax and liability exposure, then paying to clear the arrears to revive a company you'll never use is spending for nothing. A clean termination ends it properly, and forming a new LLC later costs a fraction of a full reinstatement. We lay out that decision on reinstate or start a new LLCand the general mechanics are covered under administrative dissolution.

If closing cleanly is where you land, that's the job we do. See how to dissolve an LLC in Texas for the termination route (Certificate of Termination plus the Comptroller's account-status certificate), or the complete dissolution guide for everything including closing the IRS business account behind your EIN.

Not sure which way to go?

If you're torn between reviving the LLC and closing it for good, talk it through with a specialist before you commit money to either. We'll give you a straight read on whether reinstating or a clean termination makes more sense, even if the honest answer is that you don't need us.

This page explains Texas reinstatement for information. Reinstatement is filed with the Texas Comptroller and Secretary of State directly; our own service is business dissolution, not reinstatement. Fees and forms change, confirm current requirements with the relevant agency before filing.