Texas LLC Reinstatement After Forfeiture in 2026: Forms, Fees & How Long It Takes

How a Texas LLC Gets Forfeited (May 15, the PIR & Franchise Tax)

Texas doesn't charge a flat annual-report fee the way most states do — which is exactly why owners get blindsided. There's no $50 invoice in the mail to remind you. Instead, staying alive in Texas means filing two things with the Comptroller every year by May 15: the Public Information Report (Form 05-102), which carries no filing fee, and the franchise tax report. Skip those and the entity moves through a sequence, each stage with its own consequence:

• Miss May 15 → penalties begin. A late-filed franchise tax report picks up a $50 flat penalty per report. If tax was actually due, add 5% of it for paying 1–30 days late (10% after 30 days), then another 10% once a Notice of Tax Due issues — up to 20% in tax penalties — with interest from the 61st day. (A PIR filed by itself doesn't trigger the $50 report penalty.)
• Continued non-filing → forfeiture of the right to transact business. The Comptroller forfeits the LLC's right to do business in Texas (recorded on Form 05-212). The entity can't legally operate, can't get a clean certificate of account status, and — the part most guides skip — officers and members can become personally liable for debts the business incurs while forfeited.
• Escalation → involuntary termination. Leave a forfeiture unaddressed long enough and the state can move to terminate the entity outright, which makes coming back more involved and can put your name at risk.
• The tax is rarely the trigger. Most small Texas LLCs owe $0 franchise tax (revenue at or below the 2026 threshold), so forfeiture almost always traces to a missed filing, not an unpaid bill. That's good news for the cost of fixing it — the cleanup is usually penalties and the $75 SOS fee, not a big tax check.

For the full penalty timeline before forfeiture, see our companion piece on Texas LLC late-filing penalties, and for the on-time version of these filings, the Texas PIR & franchise tax guide.

The Forms & Fees to Set Aside the Forfeiture

Reinstatement in Texas is a two-agency job, and doing it in the wrong order wastes weeks. Here is the sequence.

1. Clear the Comptroller — file the back reports and pay

Start with the Texas Comptroller. File every delinquent franchise tax report and Public Information Report (Form 05-102) for the years you missed, and pay all tax, penalties and interest. For most small LLCs the tax line is $0 (revenue at or below $2,650,000 for 2026), so what you're really settling is the $50-per-report flat penalty and any interest. When your account is current, request a tax clearance letter (Form 05-391) — a certificate from the Comptroller stating that the entity has satisfied all franchise tax requirements. That letter is the key that unlocks the next step.

2. File the SOS reinstatement — Form 801 ($75)

With the Form 05-391 clearance in hand, file the Application for Reinstatement (Form 801) with the Secretary of State for a flat $75, attaching the tax-clearance letter. This is the filing most people mean when they say "reinstate my Texas LLC." It sets aside the tax forfeiture and returns the entity to active, existing status — same name, same EIN, same formation date. Because the Comptroller has already cleared you, the SOS step is quick and the $75 is the whole SOS charge; Texas does not pile a separate per-year SOS fee on top the way some states stack back-report charges.

3. The re-form comparison — a new $300 Certificate of Formation

Re-forming means abandoning the forfeited entity and filing a brand-new Certificate of Formation (Form 205, $300). That's the crux of the Texas decision, and it runs the opposite way from a flat-fee state: re-forming is the more expensive filing ($300 vs. $75) and it doesn't erase the old LLC — the forfeited entity keeps its unpaid franchise tax, and the personal-liability exposure from the forfeiture period stays with it. You'd still have to deal with the Comptroller on the old entity eventually, now while also running a new one that lost your name, EIN and history. The only time re-forming makes sense is when the forfeited LLC is a dormant shell with no tax exposure and nothing worth keeping. For everything else, reinstate. For the wider cost picture, see the Texas LLC cost breakdown.

What Reinstatement Actually Costs: 2 Worked Examples

Most guides quote "$75 to reinstate" and stop. The honest answer is "$75 to the SOS plus whatever the Comptroller says." Here is how that totals in the two situations that cover almost every real Texas LLC — and the reason to always pull your Comptroller balance first.

Example A — the common case: a small LLC that just stopped filing. Your LLC has revenue well under $2,650,000, so it owed $0 franchise tax — it simply stopped filing the May 15 reports and got forfeited. You file the delinquent franchise tax reports and PIRs, pay the $50-per-report flat penalty (say one or two missed years, so $50–$100), request the Form 05-391 clearance, then file Form 801 for $75. All in, you're usually in the ~$125–$225 range — dramatically less than the $300 it would cost just to re-form, and you keep your name, EIN and history. This is the outcome for most forfeited Texas LLCs, and it's why checking your status early matters: the whole thing stays a small, fixable bill.

Example B — an LLC that actually owed tax. Now suppose the Comptroller's records show $1,000 in franchise tax was due (this is an illustrative figure — your real number comes from the tax-clearance process). Because it was paid more than 30 days late and a Notice of Tax Due already issued, the penalty is the full 20% — that's $200 — plus the $50 flat report penalty, plus interest from the 61st day, plus the $75 Form 801. So the cash to reinstate is roughly $1,000 + $200 + $50 + $75 = $1,325, before interest. The tax dominates the bill here, not the reinstatement fee — which is precisely why you never guess: get the Comptroller's exact figure with a Form 05-391 request before you write a check.

The 2026 Franchise Tax Threshold ($2,650,000) — and the Stale Number to Ignore

The single figure that decides whether your reinstatement is cheap or expensive is the no-tax-due threshold. For the 2026 franchise tax report, a Texas LLC owes $0 franchise tax if its annualized total revenue is $2,650,000 or less. Note that number carefully, because it's a moving target the internet hasn't caught up to: several guides — some of them dated 2026 — still quote the older ~$2.47M threshold. That figure is stale. Use $2,650,000 for the 2026 report and confirm it with the Comptroller.

If your revenue is above the threshold, the tax is calculated on your taxable margin — not on gross revenue — at 0.375% for retail and wholesale businesses or 0.75% for everyone else. The margin itself is a specific statutory computation (the state lets you deduct along one of several methods and then apportion to Texas), so the exact taxable base for a business over the line should come straight from the Comptroller's worksheet rather than a rule of thumb. The practical takeaway for reinstatement: cross the $2,650,000 line and your back-tax cleanup can run into real money at 0.375%–0.75% of margin per delinquent year; stay under it and the tax portion of your reinstatement is simply $0, leaving only penalties and the $75 SOS fee. Either way, you still must file the report — a $0 report skipped is still what forfeits the entity.

Forfeited a Foreign (Out-of-State) LLC Registered in Texas?

Here's the edge case the big competing guides leave out entirely: an LLC formed in another state but registered to transact business in Texas is on the hook for the same franchise obligations — and can be forfeited the same way. If you registered on the $750 Application for Registration (Form 304), your foreign LLC owes the identical May 15 Public Information Report and franchise tax report, with the same $2,650,000 no-tax-due threshold for 2026. Miss them, and the Comptroller can forfeit your Texas registration exactly as it would a domestic LLC's existence.

The fix is the same two-agency path: clear the Comptroller (file the delinquent Texas reports, pay any tax, penalties and interest, get the Form 05-391 clearance), then reinstate the registration with the Secretary of State. Two Texas-specific traps for out-of-state owners: first, if you were operating in Texas before you registered, Texas can charge a late registration fee of $750 for each year the LLC transacted business unregistered — a separate hit from the franchise penalties. Second, because your Texas authority depends on your home-state LLC staying in good standing, a lapse back home can cascade into your Texas registration. For the full out-of-state playbook, see our Texas foreign LLC registration guide.

How Long Reinstatement Takes

The Secretary of State step is fast — Form 801 is a short filing and, with the tax clearance attached, it processes on the SOS's normal turnaround. What actually sets your timeline is the Comptroller stage in front of it:

• Filing and paying the back reports. You can't get the Form 05-391 clearance until every delinquent franchise tax report and PIR is filed and every dollar of tax, penalty and interest is paid. If you have several missed years, gathering the revenue figures for each is usually the slowest part — start here.
• Getting the tax clearance letter (Form 05-391). Once your account is current, you request the clearance certifying you've met all franchise tax requirements. The SOS reinstatement can't proceed without it, so allow time for the Comptroller to issue it before you plan the Form 801 filing.
• The name check. If your LLC was forfeited long enough that another entity claimed your name, you can't come back under it — confirm the name is still available before you start, because it changes what you can file.

What a Forfeited LLC Costs You

The $75-plus-penalties to fix it is the visible number. The expensive part of a forfeited Texas LLC is what the status does to you while you carry it — the piece most compliance write-ups skip because they treat this as paperwork instead of a financial problem.

Your liability shield can crack — and in Texas that's not theoretical. The whole point of an LLC is that your personal assets sit behind the entity. But once the Comptroller forfeits the right to transact business, officers and members can become personally liable for debts the business incurs during the forfeiture period. Picture an owner whose Texas LLC was forfeited, then signed a $50,000 supply contract and got sued on it. Because the debt was incurred while forfeited, the creditor can argue the owner is personally on the hook — the exact outcome the LLC was supposed to prevent. Re-forming a new entity does nothing to fix a debt the old one already incurred.

Financing stalls. Banks and SBA lenders pull a certificate of account status before they close a loan or renew a line of credit. A forfeited Texas LLC can't produce a clean one, so the file stops — and a credit line that lapses on a bad date can leave you without working capital exactly when you need a draw. A $75 reinstatement you delayed can quietly cost you a five-figure credit line.

The quiet part gets more expensive, not cheaper. Texas sets no deadline to reinstate, which sounds forgiving — and it's the trap. There's no dramatic dissolution date to scare you into acting, so a forfeiture can sit for years. But interest keeps running on any unpaid tax from the 61st day, another business can claim your name, and every month forfeited is a month your owners are exposed and your entity can't finance cleanly or hold its out-of-state registrations. Because the fix is usually small and re-forming is both pricier and doesn't clear the old debt, there's rarely a reason to carry the risk — the smartest move is to clear it the moment you notice.

Ready to compare Texas against every other state, or double-check a due date? Use our annual report deadlines hub and the full Texas LLC state guide. Then set a recurring reminder for early May every year — a short runway before the May 15 PIR and franchise report come due is the cheapest reinstatement insurance there is.