Texas Entity Reinstatement & Termination Forms Guide
When a Texas LLC, corporation, or foreign entity fails to file annual franchise tax reports or maintain an active registered agent, the state revokes its legal standing. Depending on the length of non compliance, this results in forfeiture by the Texas Comptroller or involuntary termination by the Texas Secretary of State (SOS).
Navigating the restoration or formal closure of an entity requires submitting specific statutory forms to both state agencies in a precise sequence. Below is a directory of official state forms used to clear franchise tax requirements, reinstate revoked entities, and formally dissolve or withdraw a Texas business registration.
A rejected submission results in processing delays. Request an entity status review for a through review of the state’s records to complete the reinstatement or withdrawal process from start to finish.
Do you need help navigating the Texas Comptroller and Secretary of State websites? Select the link below for a review of your Texas entity account.
Texas Entity Reinstatement/Termination FAQ
Steps to Reinstate an LLC in Texas
Texas Comptroller Form 05-391 Instructions – Request for Tax Clearance Letter
Texas Comptroller Form 05-377 Information – Tax Clearance Letter
Texas Secretary of State Form 811 Instructions – Certificate of Reinstatement
Steps to Terminate an LLC in Texas
Texas Comptroller Form 05-305 – Certificate of Account Status to Terminate Texas Registration
Texas Secretary of State Form 651 – Certificate of Termination of a Domestic Entity
Form 05-391 – Tax Clearance Letter Request for Reinstatement
Submit Form 05-391 to request the Tax Clearance Letter (Form 05-377) from the Texas Comptroller.
Before submitting, you must complete the following steps for your Texas LLC:
- File all Franchise Tax Reports
- File all Public Information Reports (PIR) or Owner Information Reports (OIR).
- Pay any tax, penalty, and interest payments due.
- If all payments and information reports are on file with the Comptroller, you may file Form 05-391 through Webfile.
- If all payments and information reports are NOT on file, you may submit the information reports and/or payments with this request.
- You must let the Comptroller know whether your entity has annualized revenue below the no tax due threshold. The amount is $2,650,000. Check the box if your revenue is below the threshold.
- Enter the Texas LLC name and 11 digit Texas taxpayer number from the Comptroller.
- Select how you want to receive the Tax Clearance Letter. The options are:
- Mail – enter your mailing address
- PDF – enter your email address
- Fax – enter the fax number with area code and number
- Print your name, phone number, and sign.
- 💡Form 05-391 tip: The 11 digit taxpayer number is not the same as your LLC EIN. The 11 digit taxpayer number is on the documentation you have received from the Comptroller. Entering the incorrect number in this field is a major reason for rejected forms.
Not sure if this form applies to your entity? Request an entity status review to verify your state filing requirements.
Form 05-377 – Tax Clearance Letter
The Tax Clearance Letter is required to be sent with SOS Form 801 Application for Reinstatement And Request for Set Aside Tax Forfeiture (see instructions below).
The Texas Comptroller will send the Tax Clearance Letter according to the delivery method selected on Form 05-391.
If tax clearance letter request is submitted through Webfile and all tax requirements are satisfied, the system will return a PDF file sufficient for filing with the SOS. Otherwise, the system will return either a list of requirements that must be satisfied to receive a certificate or letter, or a message to contact our office for assistance.
💡Form 05-377 is not a form to be completed by the taxpayer. The Texas Comptroller will send this form after the taxpayer has submitted Form 05-391.
Form 801 – Application for Reinstatement and Request to Set Aside Tax Forfeiture
Submit Form 801 with the Tax Clearance Letter to Texas Secretary of State.
Do not use Form 801 if the following applies to your LLC:
- The Texas LLC was voluntarily terminated.
- The existence or registration was terminated or revoked by the secretary of state for a reason other than tax forfeiture.
- The Texas LLC was terminated or revoked by court order.
You will need the following information to complete Form 801:
- Texas LLC name
- If the LLC name is no longer available, the certificate of formation or application for registration must be amended to state an available name.
- Secretary of State file number
- Date the Texas LLC was forfeited or revoked
- Verification of the date may be obtained by calling the Secretary of State at (512) 463-5555, by dialing 7-1-1 for relay services, or by sending an email to verification of the date may be obtained by calling the Secretary of State at (512) 463-5555, by dialing 7-1-1 for relay services, or by sending an e-mail.
- Form 05-377 Tax Clearance Letter
- Signature of Authorized Representative
- $75 fee for reinstatement
- Fees may be paid by: (1) a personal check or money order payable through a U.S. bank or financial institution and made payable to the secretary of state; (2) a funded LegalEase account; or (3) a prefunded secretary of state client account.
- Submit the completed form(s) in duplicate along with the filing fee. The form(s) may be: (1) mailed to P.O. Box 13697, Austin, Texas 78711-3697; or (2) delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. The Secretary of State will return the appropriate evidence of filing to the submitter with a stamped copy of the document, if a duplicate copy was provided as instructed.
- 💡Form 801 tip: Even though the form does not need to notarized, the signature on this form certifies that all statements are correct. Read thoroughly before signing.
Not sure if this form applies to your entity? Request an Entity Status Review to verify your state filing requirements.
Form 811 – Certificate of Reinstatement
Submit Form 811 to the Secretary of State for reinstatement if the following apply to your Texas LLC:
- the Texas LLC has been voluntarily terminated by the Texas Secretary of State
- the Texas LLC has been involuntarily terminated by the Texas Secretary of State
- the registration of a foreign (out of state) LLC whose registration has been revoked by the Texas Secretary of State
You will need the following to complete Form 811:
- Legal name of Texas LLC and file number
- If the LLC is foreign (out of state) and was required to register under a different name, you must also list this name
- The jurisdiction the LLC was formed in and the date of registration in the state of Texas
- The date of termination or revocation
- The reason the entity was terminated or revoked. Only one reason can be selected:
- Reinstatement of a Texas LLC following voluntary termination
- Reinstatement of a Texas LLC following involuntary termination
- Reinstatement of a foreign (out of state) LLC following revocation
- 🚨As a condition to reinstatement, the Texas LLC must correct the circumstances that led to revocation and any other circumstances of the type described above, including paying any fees, interest, or penalties.
- Registered agent name and registered agent address. The Texas LLC filing for reinstatement cannot list itself as the registered agent
- Additional documents such as Tax Clearance Letter, Amendment to Certificate of Formation or Registration
- Signature of authorized representative. The form does not need to be notarized.
- The filing fee for reinstatement:
- Voluntary termination – $15
- Involuntary termination or revocation – $75
- Nonprofit corporation or a cooperative association – $5
- Fees may be paid by: (1) a personal check or money order payable through a U.S. bank or financial institution and made payable to the secretary of state; (2) a funded LegalEase account; or (3) a prefunded secretary of state client account.
- Submit the completed forms in duplicate along with the filing fee. The forms may be: (1) mailed to P.O. Box 13697, Austin, Texas 78711-3697; or (2) delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. The Secretary of State will return the appropriate evidence of filing to the submitter together with a stamped copy of the document, if a duplicate copy was provided as instructed.
Not sure if this form applies to your entity? Request an Entity Status Review to verify your state filing requirements.
Terminating Your Texas Business
Form 05-359 – Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas or Registration
Submit Form 05-359 to the Texas Comptroller when you need to terminate your LLC in the state of Texas. The Comptroller will process the request and send Form 05-305 which is a certificate of account status.
You will need the following to complete the request:
- Section A
- LLC legal name
- 11 digit taxpayer number from the Comptroller
- File number from the Secretary of State
- Verification that your Texas LLC is below or at the no tax due threshold for reports due after 1/1/2024 and for the final reporting period.
- Whether your Texas LLC is a part of an affiliated group. If so, provide the legal name and Texas taxpayer number
- Confirm that the Texas LLC’s annual and final franchise tax reports are attached or already filed.
- Section B – Select the reason the account status certificate is needed. The options are termination, merger, or entity conversion. This section is for Texas LLC’s only.
- Section C – information for non-Texas LLC’s
- Last business day in Texas
- Whether LLC has an active charter in the home state
- If the LLC does not, enter information regarding the type and date of termination.
- Home state documentation must be included if terminated in the home state
- Section D
- Select whether the LLC has a forfeited certificate or registration that needs to be reinstated
- Provide how you would like to receive Form 05-305. Options include fax, PDF through email, and mail.
- Print and sign the document or submit using Webfile.
- 💡Before submitting the account status certificate, you must file any Annual Franchise Tax and (Public or Ownership) Information Report forms, pay any tax, penalty and interest payments due, and file a Final Franchise Tax Report to report your entity’s accounting data starting the day after its last annual report accounting period ended to within 60 days of the entity’s termination date.
Not sure if this form applies to your entity? Request an Entity Status Review to verify your state filing requirements.
Form 05-305 – Certificate of Account Status to Terminate Texas Registration
The Certificate of Account Status to Terminate Texas Registration is a required document to be sent with Form 651 Certificate of Termination of a Domestic Entity to the Texas Secretary of State.
Once you receive the Certificate of Account Status from the Comptroller, it is valid through December 31 of the year issued.
💡Form 05-377 is not a form to be completed by the taxpayer. The Texas Comptroller will send this form after the taxpayer has submitted Form 05-391.
Form 651 – Certificate of Termination of a Domestic Entity
You will need the following to complete Form 651:
- Name of the Texas LLC
- The entity type of the business. In this case it will be LLC
- Texas LLC date of formation
- Secretary of State file number
- The governing persons name and address. If privacy concerns are an issue, business or post office box are permitted. The person listed should be the following:
- LLC – manager if managers manage the company. If the Texas LLC is member managed, each managing-member.
- The event requiring the termination of the Texas LLC. Select one option.
- Select one effective date of filing:
- Effective when the document is filed with the Secretary of State.
- Later date not more than 90 days from date of signing. Enter the date termination becomes effective.
- Occurrence of future event other than the passage of time. The date is 90th day after signing. A statement must also be filed regarding the event or fact.
- Attach Form 05-305 from the Comptroller stating that all taxes have been paid.
- Signatures:
- LLC – authorized manager or authorized managing-member. If the person signing the form is another entity that owns the terminating Texas LLC, the name of the owner entity goes in the name of entity line. If the terminating LLC is a standalone entity, the name of the Texas LLC goes on the name of entity line.
- The filing fee for a certificate of termination is $40. Fees may be paid by: (1) a personal check or money order payable through a U.S. bank or financial institution and made payable to the secretary of state; (2) a funded LegalEase account; or (3) a prefunded secretary of state client account. Please include a payment form (Form 807) with a paper submission.
- Submit the completed form in duplicate along with the filing fee. The form may be: (1) mailed to P.O. Box 13697, Austin, Texas 78711-3697; (2) faxed to (512) 463-5709; or (3) delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax, Form 807 must accompany the transmission. On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a stamped copy of the document, if a duplicate copy was provided as instructed.
- 🚨The Secretary of State will reject a Certificate of Termination if the event requiring termination is not completed.
Not sure if this form applies to your entity? Request an Entity Status Review to verify your state filing requirements.
Texas Entity Reinstatement/Termination FAQ
How do I obtain a Tax Clearance Letter with the Secretary of State?
You must first file all tax reports and pay any outstanding taxes or fees to the Texas Comptroller. Once this is completed, submit Form 05-391 to request the Tax Clearance Letter (Form 05-377) from the Comptroller. The Comptroller will issue the Tax Clearance Letter once all filings and fees are current.
What is the next step after obtaining a Tax Clearance Letter?
Log into the Texas Secretary of State website and complete Form 811 or Form 801. Before submitting and paying the fee to reinstate, you must upload the Tax Clearance Letter for a complete reinstatement application.
What happens if final reports are filed with the Texas Comptroller but I decide to keep the business open?
The Texas Secretary of State is the agency that actually closes the business. If no closing/termination forms are filed with the SOS, the business is still active. To make sure the Texas Comptroller account stays active, contact the agency to inform them of the non-filing with the SOS.
What form do I need to request termination of my Texas LLC?
To request a termination with the state of Texas, you must file a final franchise tax report with the Comptroller. Once the Comptroller has processed the report, the next step is to file Form 05-359, Request for Certificate of Account Status. The Certificate of Account Status is then uploaded to the Secretary of State portal.
Why did the Secretary of State reject my application for reinstatement/termination?
The most common reason for rejection of SOS applications is the failure to upload the Tax Clearance Letter or Certificate of Account Staten with the application. The SOS must have the official document from the Comptroller before it can verify all tax obligations are completed.