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AttriBiz - Texas Entity Reinstatement
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Compliance Knowledge Base

Everything you need to know about Texas Franchise Tax Forfeiture, Liability and Reinstatement.

Costs & Timelines

How much does it cost to reinstate a Texas LLC?
The cost consists of two parts:
  1. Service Fee: We charge $598 to handle the audit, tax clearance and filings.
  2. State Fees: You must pay all back-taxes, interest and penalties. The state charges a mandatory $50 penalty per missing report, plus filing fees ($75 for the reinstatement form).
Note: We cannot calculate your exact state penalties until we perform the diagnostic audit.
How long does the process take?
Standard Processing: 25-30 Days.
This is because the Texas Comptroller must manually review your tax account to issue a "Tax Clearance Letter." This step cannot be skipped.

Rush Processing: If you are in a hurry, we can expedite the filing submission to 4-8 business hours, but the state's internal review time may still vary.
What is the difference between "Forfeited" and "Voluntarily Terminated"?
  • Forfeited (Involuntary): The state shut you down because you failed to file a report or pay taxes. You are in "bad standing."
  • Voluntarily Terminated: You filed paperwork to close the business yourself.
Reinstating a forfeited entity requires a Tax Clearance Letter. Reinstating a voluntarily terminated entity (within 3 years) follows a different process (Form 811).

Technical & Forms

Can I still file the "No Tax Due" Report (Form 05-163)?
NO. As of 2024, Form 05-163 has been discontinued.

If your revenue is below the threshold ($2.47M for 2024/2025), you must now file a Public Information Report (PIR) or Ownership Information Report (OIR) to satisfy the requirement. Filing the old 05-163 will result in rejection.
Do I need Form 801 or Form 811?
Choosing the wrong form causes immediate rejection and lost fees.
  • Form 801 (Tax Forfeiture): Use this if you were forfeited under Tax Code Chapter 171 (i.e., you didn't file your tax reports).
  • Form 811 (SOS Forfeiture): Use this if you were forfeited by the Secretary of State for non-tax reasons (e.g., no Registered Agent) or if you voluntarily terminated.
Our diagnostic service identifies the exact forfeiture code to ensure the correct form is filed.
What if I lost my Webfile (XT) Number?
The XT number is required to file online. It is printed on the top right of your Franchise Tax notices (which most people throw away).

If you lost it, we can retrieve it or bypass it manually during our audit process. You do not need to wait 3-4 weeks for a new letter to be mailed to you.
What is the difference between PIR (05-102) and OIR (05-167)?
  • PIR (Public Information Report): Filed by LLCs, Corporations, and PAs. It lists Officers and Directors.
  • OIR (Ownership Information Report): Filed by Partnerships (LPs) and other entities. It lists Partners/Owners.
Filing the wrong informational report will prevent Tax Clearance.

Payment & Logistics

Where do I mail the reinstatement forms?
It depends on the stage.
  • Tax Payments: Must be sent to the Comptroller of Public Accounts (P.O. Box 149348, Austin, TX).
  • Reinstatement Forms (801/811): Must be sent to the Secretary of State (P.O. Box 13697, Austin, TX).
Warning: Sending your SOS forms to the Comptroller (or vice versa) will result in lost paperwork and months of delays. We handle the routing for you.
Can I pay Texas Franchise Tax with a credit card?
Yes, but with limits.
The Comptroller accepts credit cards via the Webfile portal (subject to a convenience fee). However, for past-due years involved in a forfeiture, you often cannot pay online until a specific "period" is manually generated by an auditor. In those cases, a physical check or money order is required.
Does the "Certificate of Good Standing" come automatically?
No. After reinstatement is approved, the state does not automatically mail you a new certificate. You must separately order a "Certificate of Fact - Status" to prove to your bank or vendors that you are active. We include this proof of restoration in our service.

The Uncomfortable Truths & Risks

Am I personally liable for the LLC's debts while forfeited?
YES. This is the most dangerous consequence of forfeiture.

Under Texas Tax Code Section 171.255, if your corporate privileges are forfeited, each director or officer becomes personally liable for any debt created or incurred by the entity after the forfeiture date. Your "Corporate Veil" is pierced by operation of law.
Can I sue a client who didn't pay me while I'm forfeited?
NO. Texas law denies forfeited entities the right to sue or defend in state courts.

If a client owes you $50,000 and refuses to pay, you generally cannot enforce that contract in a Texas court until you reinstate. If they discover you are forfeited, they can simply refuse to pay with little legal recourse for you.
Did I lose my business name?
POSSIBLY. When you are forfeited, the state removes your "Name Protection." Your business name becomes available for anyone else to register.

If a competitor or new business registers your name while you are inactive, you lose it forever. To reinstate, you would be forced to file a legal name change amendment.
Will my bank freeze my account?
YES, it is common. Banks use automated software to check the Secretary of State status of business accounts. If they see "Forfeited," their compliance department often freezes the account immediately to prevent unauthorized use of funds (since the entity legally has no privileges).

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