How to reinstate a Texas LLC
REVIVAL OF TEXAS LLC WITH TEXAS DEPARTMENT OF STATE
How do I reinstate a Texas Limited Liability Company?
If your Texas LLC was voluntarily terminated or involuntarily terminated for non-tax reasons, such as failure to maintain a registered agent in Texas, you file (Form 811) Certificate of Reinstatement along with a tax clearance letter from the Texas Comptroller of Public Accounts. You can file your Certificate of Reinstatement by mail, fax (with form 807, credit card info), in person or online at SOSDirect with a $1 log in fee. File it in duplicate.
If your Texas LLC was terminated for violating Texas tax code, such as not paying or not filing your annual franchise tax report, you will follow the exact same procedure but use (Form 801) Application for Reinstatement and Request to Set Aside Tax Forfeiture.
How do you get a tax clearance letter in Texas?
Download and complete Form 05-391, Tax Clearance Letter Request for Reinstatement from the Texas Comptroller of Public Accounts at http://www.window.state.tx.us/taxinfo/taxforms/05-391.pdf.
How much will it cost to revive a Texas LLC?
The filing fee for a certificate of reinstatement is $75 if your Texas LLC was involuntarily terminated and $15 following a voluntary termination.
How long does it take the state to process the filing?
Normal Processing Time: Usually 3-5 days for most reinstatements. It is the tax clearance letter that can take 4-6 weeks to receive after you file your request.
How long does your Texas LLC have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new Texas LLC?
If you were involuntarily terminated for tax code violations, such as not filing your annual franchise tax report, you can file an application for reinstatement with form 801 at any time so long as the entity would otherwise have continued to exist. You just need to clear up unfiled franchise tax reports and unpaid franchise taxes, interest and penalties.
If you were voluntarily terminated or terminated for non-tax reasons, such as not having a Texas registered agent, you have up to the 3rd anniversary of your termination to file for reinstatement with form 811.
Can you change your Texas registered agent at the same time on the Texas reinstatement?
Only use the reinstatement form 811 for listing a new registered agent if your business was involuntarily terminated by the State or its registration revoked for failure to maintain a registered agent in Texas.
Can you change your principal address at the same time on the Texas reinstatement form?
No. The reinstatement form doesn’t have a line for your principal business address, only your registered office address.
Can you change your members and/or managers at the same time on the Texas reinstatement form?
No. Once you have successfully been reinstated you would file Form 424 Certificate of Amendment. On that form you may name your new members and/or managers. You may also change your Texas registered agent on this form.
How many annual reports can you miss before you can’t revive your Texas LLC?
You can reinstate your business up to the 3rd anniversary of your termination if you were voluntarily terminated or terminated for not maintaining a Texas registered agent. After three years, you start over. For termination because you did not file your annual franchise tax report, you can file for reinstatement any time as long as your business would have still been in existence otherwise.