A Texas LLC that has lost good standing can be reinstated. Both reinstatement forms are Secretary of State (SOS) filings, but the Comptroller record has to be cleared first, and the form you file depends on how the entity went inactive:
Franchise tax forfeitures are resolved through the Tax Code reinstatement process, including filing a certificate of reinstatement and, for taxable entities, providing a comptroller tax-clearance letter.
Involuntary and voluntary terminations end with SOS Form 811.
Both tracks require a Comptroller tax clearance letter stating that the filing entity has satisfied all franchise tax liabilities and may be reinstated, and the SOS fee for a for-profit LLC is $75 on every track except voluntary termination.
The Comptroller's October 2025 guidance states that after forfeiture, officers, directors, members, or owners become liable for taxes, penalties, and interest "incurred after the due date of the report and/or payment," and the entity is generally denied the right to sue or defend in Texas courts (Comptroller, October 2025). If an entity kept transacting while forfeited, confirm that exposure with counsel. For a fund GP LLC, one unread Notice of Intent to Forfeit can become a manager's personal exposure.
One date changes every instruction page you will read: SOSPortal launched on September 29, 2026 and replaced both SOSDirect and SOSUpload (SOS release). Older agency pages still reference the retired systems.
Identify which path took your LLC out of good standing
The reason your LLC went inactive decides the form, the fee, and whether a deadline applies. The Comptroller's account status search shows the right to transact business as of the moment you query it and refreshes every 60 seconds (search instructions). The two agencies use different status labels, so check both records (SOS termination paper).
Franchise tax forfeiture runs in two steps
The enrolled text of S.B. 61 describes Comptroller forfeiture when an entity fails to file a report, pay tax or penalty, or permit a records examination within 45 days after notice is mailed or provided electronically. The Comptroller's notice forms include 05-211 (Notice of Intent to Forfeit), 05-212, and 05-213 (Comptroller notices). The SOS can forfeit the certificate once it receives the Comptroller's certification, if the entity has not revived its privileges within 120 days of forfeiture (Tax Code chapter 171). Form 801 reinstatement is available at any time if the entity would otherwise still exist (SOS FAQ).
Involuntary and voluntary termination are SOS matters
Business Organizations Code (BOC) §11.251(b)(1)(B) lists failure to maintain a registered agent or registered office as a ground for involuntary termination (BOC §11.251). An agent's resignation, a rejected appointment, or returned mail at the registered office triggers a 90-day SOS letter. A voluntary termination is a certificate of termination the entity itself filed. Both terminations reinstate on Form 811, and the involuntary route requires correcting the underlying circumstances, including paying fees, interest, or penalties (BOC §11.253). Form 801 cannot be used for either, and it does not cover court-ordered terminations (Form 801 instructions).
Reinstate after franchise tax forfeiture with Form 801
The SOS accepts Form 801 only after every delinquent Chapter 171 report is filed, every balance is paid, and the Comptroller has issued Form 05-377, so the Comptroller work comes first (Comptroller reinstatement page).
Clear the Comptroller account and request the letter
File every outstanding franchise tax report and Public Information Report (PIR); LLCs file PIR Form 05-102 alongside the Long Form 05-158 or EZ Computation 05-169 (2026 report instructions). The no-tax-due threshold is $2,650,000 for 2026 and 2027 reports and $2,470,000 for 2024 and 2025 reports (Comptroller franchise tax). The No Tax Due Report (Form 05-163) was discontinued for reports originally due on or after January 1, 2024 (No Tax Due updates), so an LLC at or below the threshold files the PIR for those years. The Comptroller requires the reports themselves; the estimate payment rule means paying an estimate does not cure the delinquency. After paying all tax, penalty, and interest and waiting two to three business days, the entity requests the Tax Clearance Letter through Webfile (the Comptroller's online filing system) or paper Form 05-391 (clearance letter request); combined groups, entities with active audits, and some others must mail Form 05-391 to P.O. Box 149348, Austin, TX 78714-9348.
File Form 801 with the clearance letter attached
The SOS filing package for Form 801 (Revised 12/23) includes:
Entity name, SOS file number, and forfeiture date (the SOS business line is (512) 463-5555 if the date is unknown).
A signature from someone who was a member or manager on the forfeiture date, under penalty of perjury, with no notarization.
Form 05-377.
The $75 fee, sent in duplicate by mail to P.O. Box 13697, Austin, TX 78711-3697 if filing on paper.
If another entity took the name during the gap, reinstatement cannot be accepted unless the entity contemporaneously amends its certificate of formation to change its name or obtains written consent to use the similar name.
Form 801 also reinstates a foreign LLC's Texas registration forfeited for franchise tax, including one held by a Delaware fund vehicle; see the Texas foreign registration guidance. A registered agent change still needs a separate Form 401. Once the forfeiture is set aside, Tax Code §171.314 revives the entity's privileges, and case law has read the revival as relating back to the forfeiture date (reinstatement paper). Revival does not erase personal liability already incurred under §171.255; confirm that with counsel.
Reinstate after termination or revocation with Form 811
Form 811 covers voluntary terminations, SOS involuntary terminations, and revoked foreign registrations (Form 811 instructions). Download the current Form 811 from the SOS before filing.
What the form requires
Form 811 asks for the entity name, file number, jurisdiction, formation date, and termination date, plus:
Item 4A for voluntary termination under BOC §11.202.
Item 4B for SOS involuntary termination.
Item 4C for a revoked foreign registration, filed within three years.
Item 5: a current registered agent and office. Under the registered agent requirements, the agent must be a Texas-resident individual or an organization other than the entity, and the signer affirms the agent's consent.
Form 05-377, valid through the filing date, for every taxable entity other than a nonprofit (BOC §11.253(c)(2)).
For voluntary terminations, approval by a majority of all members, or all managers if there are no members (BOC §101.552(a)).
Notarization is not required; counsel can confirm the member vote was properly taken.
Deadlines, continuity, and the gap period
Effective September 1, 2023, the three-year deadline for reinstating a voluntarily terminated entity was eliminated, and the SOS now accepts the certificate at any time if the entity would otherwise have continued to exist. A domestic involuntary termination can also be reinstated at any time, but under §11.253(d) the entity is treated as having existed without interruption only if reinstated before the third anniversary. Reinstatement does not change the personal liability of governing persons, officers, or agents for the gap period; counsel should review any transactions signed during the gap.
What reinstatement costs in fees, penalties, and interest
The SOS filing fee is the smallest line on the invoice; late-filing penalties and interest on unpaid franchise tax accumulate for every delinquent year.
SOS filing fees
The fees below come from Form 806 (Revised 10/25).
Filing | Fee |
|---|---|
Form 801, reinstatement after tax forfeiture (for-profit LLC) | $75 |
Form 811, after involuntary termination or revocation | $75 |
Form 811, after voluntary termination | $15 |
Form 424, certificate of amendment, Texas LLC | $150 |
Standard Expedite, per document | $50 |
Next Day Expedite, per document | $500 |
Same Day Expedite, per document | $750 |
Credit card payments carry a 2.7% convenience fee (convenience fee).
Comptroller penalties and interest
The late-filing penalty is $50 per report filed after the due date, and the late-payment penalty is 5% of tax due if paid 1 to 30 days late and 10% if more than 30 days late. An LLC that owes only a PIR pays no $50 penalty. Interest accrues at prime plus 1%, published on the first business day of each year: 7.75% for 2026, 8.50% for 2025, and 9.50% for 2024 (interest rates). After filing and paying, the entity can request a waiver of all penalties on Form 89-224. Take a fund-held LLC two years delinquent and below the threshold: it files the delinquent Comptroller information reports, owes no franchise tax if no tax is due, may still owe the $50 late-report penalty for each missed required report, obtains the Comptroller tax-clearance letter needed for reinstatement, and pays the applicable SOS filing and expedite fees.
How long Texas LLC reinstatement takes
The SOS publishes no guaranteed timeline for routine filings, so the official durations come only from Comptroller processing windows and SOS expedite tiers.
Comptroller processing
The Comptroller asks filers to "allow three to four business days for processing of reports and payments" (Comptroller processing guidance), then to wait two to three business days after payment before requesting the Tax Clearance Letter. The clearance letter menu says letters "will be issued, upon request" once requirements are met, with no stated duration (clearance letter menu).
SOS processing
Texas Express processes Same-Day filings received by 12:00 p.m. by close of business that day, Next-Day filings received by 12:00 p.m. by close of business the next business day, and Standard Expedited filings ahead of regular submissions, "typically within 2-3 business days" (Texas Express). Adding the official windows together, a reinstatement runs roughly seven to ten business days with Standard Expedite, or six to eight with Next-Day, before preparation time, the Comptroller's letter-issuance time, and any SOS rejection. Treat that as a rough estimate; processing times vary, so verify current estimates with the SOS directly.
Simplify Texas entity compliance with Discern
Reinstating one Texas LLC after tax forfeiture means coordinating with the Comptroller for a tax clearance letter and the Secretary of State for the reinstatement filing; Secretary of State compliance tasks, annual report requirements, entity standing, and Texas franchise tax deadlines all require ongoing attention; for Delaware entities, Discern automates franchise tax calculation and filing, and Discern's onboarding audit identifies and remediates historical SOS compliance issues.
For private equity firms and fund managers holding many Texas registrations, the portfolio view matters more than any single filing; Discern's change of agent filings are free, and the Ironclad entity compliance case study shows that entity compliance programs should track good standing issues and registrations under management. This article provides general compliance information and does not constitute legal advice. Consult qualified legal counsel for guidance specific to your situation.
Book a demo with Discern to see how annual Secretary of State filings can be completed in less than 15 minutes.
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