ComplianceTX

Texas LLC Late Filing 2026: $50 + 5-10% Penalty + Reinstatement

Last updated: June 26, 2026

7 min read1,800 words

CPA · Small Business Compliance Specialist

Quick Answer

Texas has no flat-dollar annual-report fee, but filing the franchise tax report late triggers a $50 flat penalty per report, plus 5% of any tax due if you pay 1-30 days late or 10% if you pay more than 30 days late (an extra 10%, for 20% total, is added if you pay after the date on a Notice of Tax Due). Interest starts on the 61st day. The franchise tax report is due May 15 each year. Keep ignoring it and the Texas Comptroller forfeits your LLC's right to transact business; you then reinstate by filing all delinquent reports, paying everything owed, getting a tax clearance letter (Form 05-391) from the Comptroller, and filing Form 801 ($75) with the Secretary of State.

Key Takeaways

Franchise tax report due May 15 each year
$50 flat penalty per franchise tax report filed late
5% of tax due if paid 1-30 days late, 10% if more than 30 days late
Extra 10% (20% total) if paid after the date on a Notice of Tax Due
LLCs under $2.65M revenue (2026) owe $0 tax but must still file a Public Information Report
Ignore it and the Comptroller forfeits your right to do business; officers can become personally liable
Reinstate with Form 801 ($75 SOS fee) plus a Comptroller tax clearance letter — no deadline

Item	Cost/Details	Notes
Annual Report Fee	$0	No flat fee; franchise tax report still required
Franchise Tax (under $2.65M revenue, 2026)	$0	Must still file Public Information Report
Late Filing Penalty (per franchise tax report)	$50	Flat; applies even if $0 tax due
Late Payment Penalty (1-30 days)	5%	Of tax due
Late Payment Penalty (31+ days)	10%	Of tax due
After Notice of Tax Due	+10%	Additional 10%, for 20% total
Interest on Late Tax	Statutory	Begins on the 61st day after due date
Reinstatement (Form 801)	$75	Plus all back filings, tax, penalties, interest

Texas LLC Filing Deadlines

Unlike most states, Texas does not charge a flat annual-report fee, and an LLC under the revenue threshold owes $0 in franchise tax. That lulls a lot of owners into ignoring the May 15 filing entirely. The trap: the report itself is still mandatory, and filing it late carries a $50 flat penalty plus, if any tax is owed, a percentage penalty on top. Keep skipping it and the Texas Comptroller of Public Accounts forfeits your LLC's right to do business. For the broader filing picture, see our Texas LLC annual report guide and the full Texas LLC compliance hub.

Annual Filing Requirements

Filing	Due Date	Filed With
Franchise Tax Report	May 15 each year	Texas Comptroller
Public Information Report (Form 05-102)	May 15 each year	Texas Comptroller
Change of Registered Agent	As needed	Secretary of State

Important: For the 2026 report, an LLC with annualized total revenue of $2.65 million or less owes no franchise tax, but it must still file a Public Information Report by May 15. Texas eliminated the standalone No Tax Due Report, so under-threshold LLCs satisfy the requirement by filing the Public Information Report. Keep your registered agent current so Comptroller notices actually reach you.

First Year Filing

For newly formed LLCs:

No franchise tax report due until the first May 15 after formation
If formed in 2025, first report due May 15, 2026
If formed in early 2026, first report due May 15, 2027

Late Filing Penalty Amounts

Texas stacks two kinds of penalties: a flat $50 for filing the report late, and a percentage of any tax owed for paying late. They are separate, so a delinquent report can owe both.

Penalty Structure

Trigger	Penalty	Notes
Franchise tax report filed late	$50 flat	Per report, even if $0 tax is due
Tax paid 1-30 days late	5% of tax due	Added to the $50
Tax paid more than 30 days late	10% of tax due	Replaces the 5%, not on top of it
Paid after the Notice of Tax Due date	+10% (20% total)	Additional 10% on the tax
Interest	Statutory rate	Begins on the 61st day after due date

Zero-Tax Filers

No tax does not mean no filing. If your LLC owes no franchise tax (annualized revenue at or below $2.65 million for the 2026 report), you owe no percentage penalty, but you must still file the Public Information Report. Filing that information report late does not carry the $50 penalty on its own — but skipping it entirely still leads to forfeiture of your LLC's right to transact business.

Penalty Examples

$0 tax, report 10 days late: $50 flat penalty
$5,000 tax due, 15 days late: $50 + 5% ($250) = $300
$5,000 tax due, 45 days late: $50 + 10% ($500) = $550
$10,000 tax due, paid after Notice of Tax Due: $50 + 20% ($2,000) + interest

Forfeiture of Right to Transact Business

The most serious consequence of failing to file franchise tax reports is forfeiture — losing your LLC's right to conduct business in Texas.

How Forfeiture Happens

LLC fails to file the franchise tax report by May 15
Texas Comptroller mails delinquency notices
LLC fails to respond or file the required reports
Comptroller issues Form 05-212, Notice of Forfeiture of Right to Transact Business
The Secretary of State may then forfeit the entity's charter/registration

What Forfeiture Means

Cannot sue to enforce a contract in Texas courts
Officers, directors, members, or owners can become personally liable for the entity's debts (including tax, penalties, and interest) incurred after the report due date
The LLC name becomes available for others to claim
The LLC still legally exists but loses its right to do business

Forfeiture vs. Dissolution

Forfeiture is different from dissolution:

Forfeiture: LLC loses right to do business but still legally exists. Can be reinstated.
Dissolution: LLC ceases to exist entirely. May require formation of new entity.

Consequences of Non-Compliance

Business Operations Impact

Contract enforcement: A forfeited LLC cannot sue to enforce a contract in Texas courts
Loss of name protection: Once forfeited, your LLC name can be claimed by another business
Licensing and lending: Lenders, landlords, and licensing bodies often require proof of good standing, which a forfeited entity cannot show
Growing balance: Each missed year adds another $50 report penalty plus tax, penalties, and interest

Legal Consequences

Cannot sue: Cannot bring legal action in Texas courts
Can be sued: Others can still sue your LLC
Personal liability: Members may lose liability protection
Professional consequences: May affect professional licenses

Tax Consequences

Accumulated back taxes continue to grow
Interest accrues on unpaid amounts
Penalties add up over time
May affect ability to obtain tax clearances

How to Reinstate Your LLC

If your LLC has been forfeited, you can reinstate it by following these steps:

Step-by-Step Reinstatement

Step 1: File All Missing Reports

File all delinquent franchise tax reports
File all missing Public Information Reports
Use the Comptroller's Webfile system

Step 2: Pay All Amounts Owed

Pay all franchise taxes due
Pay the $50 flat penalty on each late report
Pay the 5%/10%/20% percentage penalties and all accrued interest
Contact the Comptroller for the exact amount owed

Step 3: Request a Tax Clearance Letter (Form 05-391)

Request from the Texas Comptroller via Webfile or Form 05-391
This is the reinstatement clearance — not the certificate of account status used for termination
If you just made a payment, wait 2-3 business days before requesting it

Step 4: File Form 801 with the Secretary of State

File Form 801, Application for Reinstatement and Request to Set Aside Tax Forfeiture
Attach the Comptroller's tax clearance letter
Pay the $75 filing fee (no fee for nonprofit corporations)
Submit in duplicate via SOSDirect, SOSUpload, mail, or fax

No deadline to reinstate. Texas lets you set aside a tax forfeiture at any time after it happens, so long as the entity would otherwise still exist. But waiting only piles on more back reports, $50 penalties, and interest — and leaves your name open for someone else to take. Once reinstated, your LLC is restored as if the forfeiture never occurred.

Avoiding Late Filing Penalties

Best Practices

Mark your calendar: Set reminders for April 1 and May 1 to prepare your filing
Use the Comptroller's Webfile system: Online filing is faster and provides confirmation
Keep your registered agent current: Ensure notices reach you
Maintain accurate records: Have revenue figures ready for filing
Consider professional help: Accountants and compliance services can manage filings

Use Professional Services

Consider using professional services that can help:

Registered agent services: Many offer compliance alerts
Accountants/CPAs: Can prepare and file franchise tax reports
Business compliance services: Monitor and file on your behalf
Online filing services: Provide reminders and easy filing

Pro Tip: The $0 tax bill is the trap. Even an LLC with no revenue must file its Public Information Report by May 15 to avoid forfeiture. Set an annual reminder and file every year. For the step-by-step, see our Texas LLC taxes & fees guide.

Frequently Asked Questions

What is the penalty for filing a Texas franchise tax report late?

A $50 flat penalty applies to each franchise tax report filed after the May 15 due date, even if your LLC owes no tax. If tax is also due, add a 5% penalty when you pay 1-30 days late, or 10% when you pay more than 30 days late. If you pay after the date shown on a Notice of Tax Due, an additional 10% is added (20% total). Interest begins on the 61st day after the due date.

Do I need to file if my LLC made no money or is under the threshold?

Yes. For the 2026 report, an LLC with annualized total revenue at or below $2.65 million owes no franchise tax, but it must still file a Public Information Report (Form 05-102) by May 15. Texas eliminated the separate No Tax Due Report, so under-threshold LLCs file the information report instead. Note: the $50 late-filing penalty does not apply to a Public Information Report or Ownership Information Report filed on its own.

What does 'forfeiture' mean for my Texas LLC?

Forfeiture means the Comptroller has revoked your LLC's right to transact business in Texas (Form 05-212). The LLC still legally exists, but it cannot sue to enforce a contract in Texas courts. More seriously, after the report's due date, the LLC's officers, directors, members, or owners can become personally liable for the entity's debts, including the tax, penalties, and interest.

How do I reinstate a forfeited Texas LLC?

Four steps: (1) file every delinquent franchise tax report and Public Information Report; (2) pay all tax, penalties, and interest owed; (3) request a tax clearance letter (Form 05-391) from the Comptroller using Webfile, waiting 2-3 business days after payment; and (4) file Form 801, Application for Reinstatement and Request to Set Aside Tax Forfeiture, with the Secretary of State for $75 (free for nonprofits), attaching the clearance letter. Note that a tax clearance letter for reinstatement is not the same as a certificate of account status for termination.

Is there a deadline to reinstate after a Texas tax forfeiture?

No. Texas sets no time limit to set aside a tax forfeiture. Per the Secretary of State, the request may be submitted at any time after forfeiture so long as the entity would otherwise have continued to exist. The longer you wait, however, the more back reports, penalties, and interest accumulate.

Will the Comptroller warn me before forfeiting my LLC?

Yes. The Comptroller mails delinquency notices, and ultimately Form 05-212 (Notice of Forfeiture of Right to Transact Business), before forfeiting. Those notices go to the address on file, so an outdated registered agent or mailing address can leave you blindsided. There is no official grace period on the May 15 deadline, but the Comptroller may waive penalties in limited circumstances.

Official Source

For the most up-to-date information, always verify requirements with the official Texas Secretary of State website:

https://www.sos.state.tx.us/corp

Important Disclaimer

This article is for informational purposes only and does not constitute legal advice. LLC requirements, fees, and deadlines change frequently. Always verify current requirements with your state's Secretary of State office before making business decisions.

Complete Texas LLC Compliance Guide

View all Texas LLC requirements, fees, and deadlines in one place.

View TX State Guide

Or compare Texas to every state on the annual report deadlines hub.

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