Category: Business Accounting & Compliance

  • How Internal Controls Keep the Texas Comptroller Away

    How Internal Controls Keep the Texas Comptroller Away

    In my experience managing the reinstatement process for property management and real estate investors in Texas, many companies that are forfeited do not have a system of internal controls.  The forfeited status is a symptom of the lack of internal controls.  In order to run an accounting department effectively, the books should be closed every month and reviewed by property managers and owners.

    Not closing the books on a monthly basis can lead to unidentified errors that go unnoticed until the vendors, tenants, or the Texas Comptroller comes knocking.  Having strong internal controls prevents these errors from affecting the operations of the entities.

    • Cash – number one on the list of consequences of unreconciled or closed books for the month is the actual cash balance. The bank balance does not reflect pending payments to vendors, mortgage payments, or upcoming ACH payments. The worst thing to happen is to have an overdrawn account leading to a scramble to transfer funds to cover the overdraft.  Cash needs to be reconciled and payments recorded that were made to escrow to the mortgage company and for association reserves.  Property managers can then see how much operating cash is available.
    • Tenants/Residents Accounts Receivable – the outstanding amounts due from tenants or residents must be up to date and recorded correctly.  Rents, dues, late fees, and collection fees should be charged according to the lease or governing documents.  The Aging Report should be reviewed at least once a month but it needs to also be compared to the general ledger balance to make sure the correct amounts are charged and the income is correct on the financial reports. 
    • Security Deposits – tenant and resident security deposits must be recorded in a separate general ledger account and this amount has to tie back to the rent roll.  Whether deposits are kept in a separate cash account depends on the type of asset and the acceptable risk management for the investor.
    • Accounts Payable – amounts due to vendors in the normal course of business need to be aged and paid accordingly.  Vendors have different payment terms so payables should be paid to maximize cash flow. 
    • Vendors – there should be an approved vendor list but beyond this, a monthly review of the financial reports will reveal any discrepancies.  Expenses should be compared to budget.  If an expense account is over budget by an unexpected amount, this is usually due to duplicate payments.  On the other hand, lower expenses are due to underpaid vendors.
    • CAM reconciliations – a major tenant charge in commercial real estate is billing back the recoverable expenses to each tenant annually.    If the CAM reconciliations (common area maintenance), taxes, and insurance are not reconciled, the owner loses money.  In multi-family, if the monthly utility expenses are not billed back, the owner is paying the bill for the tenants. 
    • Lastly, there should be a monthly calculation and recording of the estimated franchise tax due to the Texas Comptroller.  The threshold for 2026 is $2.65 million so commercial, retail, and multi-family management must account for these taxes along with property taxes.

    As a CPA with over 25 years in financial reporting and general ledger review for 10 million square feet in assets and master planned communities, I can tell you the cost of cleanup is always more expensive than the cost of a monthly close.  Do not wait to get the point where you are sending the Texas Comptroller Form 05-377 to reinstate your entity to realize your books are 12 months behind.  By closing the books every month and making sure all tenant, vendor, and investor ledgers are accurate and up-to-date, you are able to present audit ready reports to file your franchise tax reports.  The first step is making sure the internal controls are documented and being followed by employees. 

    View my Property Accounting and the Comptroller’s page for more information regarding monthly reporting and forfeited entities’ reinstatement.

  • Is Your Texas Asset at Risk?  The High Cost of Forfeited  Out of State Entities

    Is Your Texas Asset at Risk? The High Cost of Forfeited Out of State Entities

    Why Out of State Owners are Getting Forfeited and How to Fix It

    Forfeited out of state entities are businesses that conduct transactions in the state of Texas but are registered in another state. The entity is considered an out of state business and is legally classified as a foreign entity by the Texas Secretary of State. The fee to register is $750 for all foreign entities except nonprofit corporations and cooperative associations.  The registration fee for these entities is $25. All entities have a 90-day grace period to register with state after initially transacting business with the state.   What is considered transacting business in the state?  The Texas Secretary of State does not specifically define transacting business however, the Texas Business Organization Code does specify sixteen activities that do not constitute transacting business in the state.  Some of these transactions include:

    • maintaining or defending an action or suit or an administrative or arbitration
    • holding a meeting of the entity’s managerial officials, owners, or members
    • maintaining a bank account
    • maintaining an office or agency for transferring, exchanging, or registering securities the entity issues
    • voting the interest of an entity the foreign entity has acquired
    • effecting a sale through an independent contractor
    • creating, as borrower or lender, or acquiring indebtedness or a mortgage or other security interest in real or personal property
    • securing or collecting a debt due the entity or enforcing a right in property that secures a debt due the entity
    • conducting an isolated transaction that is completed within a period of 30 days and  is not in the course of a number of repeated, similar transactions
    • owning, without more, real or personal property in this state
    • acting as a governing person of a domestic or foreign entity that is registered to transact business in this state

    The fees for an unregistered entity or LLC are equal to the registration fee for each calendar year or part of a calendar year of delinquency. Not only are late fees imposed, but the entity cannot maintain an action, suit, or proceeding in a Texas court until it registers and the attorney general can enjoin the entity from transacting business in Texas.

    Once an out-of-state owner realizes their Texas entity registration is not active or revoked, they need a clear path forward. The next step would be to reinstate the entity. Reinstatement is a specific multi-agency process.  Below are the steps required to reinstate the out of state entity:

    • Request a Tax Clearance Letter from the Texas Comptroller. You cannot talk to the Secretary of State until the Comptroller is happy. You must file all missing Franchise Tax and Public Information Reports (PIR) and pay any outstanding taxes, penalties, and interest. Once current, submit Form 05-391 to request the Tax Clearance Letter (Form 05-377).
    • Choose the Correct SOS Form.  Use Form 801 if the entity was forfeited specifically for tax reasons.   Form 811 is filed if the revocation was for other reasons, such as failing to maintain a registered agent.
    • Submit and Pay the filing fees. The standard filing fee for reinstatement is $75. For out-of-state owners in a rush to close a deal, expedited 24-hour service is available for an additional fee.

    For foreign entities managing millions in Texas assets, a forfeited status is more than a paperwork glitch.  Some of the consequences of having forfeited out of state entities are banks not closing on a loan for the forfeited out of state entity and losing the right to defend property in a Texas court.

    If you need more resources to register your out of state entity or reinstate forfeited out of state entities, please visit my reinstatements page or visit the Texas Secretary of State.

  • The Registered Agent Trap

    The Registered Agent Trap

    Did your registered agent receive a notice of forfeiture from the Texas Comptroller of Public Accounts?  I have noticed a trend while working through forfeited entities with the state of Texas.  A recurring theme is the registered agent is a bookkeeping or tax service but the Texas LLC is forfeited by the Texas Comptroller.  There seems to be a disconnect regarding who is responsible for filing the annual reports to the state of Texas.

    When LLC formation documents are filed with the state of Texas, there has to be a registered agent assigned to the entity and on record with the Texas Secretary of State.  A registered agent is a person or office of the entity whom may be served any process, notice, or demand required or permitted by law to be served on the entity.  The registered office may the same as the entity’s place of business.  Some LLC’s use the same bookkeeping or tax service used to file their initial LLC formation paperwork as their registered agent.  This is where the discrepancy between what the business entity and the bookkeeper or tax service believe should be the duties of the registered agent.

    The registered agent has a duty to forward any correspondence to the business’ point of contact.  If the bookkeeper filed the initial paperwork for the LLC and there was not an agreement to file tax returns or annual information reports, it is the business’ responsibility to file or engage a third party to prepare and file their state public information reports.  One of the following actions are taking place leading to the state of Texas forfeiting an entities’ right to conduct business in the state:

    1. Registered agent with the Secretary of State receives the correspondence and is not forwarding the correspondence.
    2. The business is receiving the correspondence but thinks the registered agent bookkeeper or tax service is working with the Texas Comptroller.
    3. The business owner is confused because no tax is due and doesn’t know what to do.

    There are several LLC formation companies who provide LLC formation services but these are not tax compliance services.  It is important for a business to understand the state of Texas filing requirements.  For 2026 & 2027, the no tax due threshold is $2,650,000.00.  If you have sales less than this amount, you do not have to file a franchise tax return BUT you do have to file a Public Information Report with the Texas Comptroller.  There is no fee for a late Public Information Report filing however this does not mean the report can be skipped.  The following steps are taken by the Texas Comptroller if the report is not filed by May 15th:

    1. Texas Comptroller sends out a warning regarding the late report
    2. If the entity does not file within 45 days of the warning, the Texas Comptroller forfeits the entities’ right to conduct business in the state.
    3. After 120 days, the Texas Comptroller will notify the Texas Secretary of State of the forfeiture, and the entity is terminated in the state of Texas.
    4. At this point the entity’s name is up for grabs.   If another entity claims the name, the forfeited entity has to change their name.

    As you can see missing a report when there was no tax due causes major legal problems for entities.

    If a business does not have a tax department, it is crucial to hire a third party to file their state returns.  Since most businesses file federal tax returns, they should discuss adding state Public Information Reports reports to their tax filing packages.

    Any business owner can check the status of their entity with Texas Comptroller by navigating to the Texas Franchise Tax Account Status check below:

    https://comptroller.texas.gov/taxes/franchise/account-status/search

    For more information on how to reinstate your entity, refer to my reinstatement page.