Skip to content
Compliance Desk by Vermilion Vitez

What happens when a Texas LLC forfeits for a missed franchise tax report, and how it reinstates

A Texas LLC that misses its franchise tax filing gets a forfeiture notice, Form 05-211 or 05-213. Reinstatement runs through two agencies in order. At the Comptroller, the LLC files the missing reports, pays what is owed, and gets a tax clearance letter. It then files that letter, the reinstatement forms, and the fee with the Secretary of State.

Last checked against the official sources listed on this page.

Published by Vermilion Vitez LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

The filing that gets missed

The Comptroller of Public Accounts administers the Texas franchise tax, which it describes as a privilege tax imposed on each taxable entity formed or organized in Texas or doing business in Texas. The annual report is due May 15, and a report filed after the due date draws a $50 penalty. For report years 2026 and 2027 the no-tax-due threshold is $2,650,000; an entity at or below it owes no tax and files a Public Information Report or Ownership Report. The general due-date and threshold summary for a Texas LLC is on the main site's Texas page; this page covers what happens after the filing is missed.

The two forfeiture notices

The Comptroller sends Form 05-211, Notice of Intent to Forfeit Right to Transact Business, when the current-year filing requirement was missed. It sends Form 05-213, Notice of Forfeiture of Registration, when the prior-year requirement was missed. Either notice is resolved by bringing the franchise tax account current.

Step one: the Comptroller

The Comptroller's reinstatement steps are: file all outstanding annual franchise tax and Public or Ownership Information Reports; pay any tax, penalty, and interest due; then request the tax clearance letter online through Webfile or with Form 05-391. The reports and payment have to be finished before the clearance letter can be requested.

Step two: the Secretary of State

With the clearance letter in hand, the entity submits to the Secretary of State the tax clearance letter (Form 05-377), the SOS reinstatement forms, and the SOS filing fees through SOSPortal. The Secretary of State does not accept a reinstatement without the Comptroller's tax clearance.

Why the order matters

The two agencies hold different records. The Comptroller holds the tax account, and the Secretary of State holds the entity's registration. A reinstatement filed with the Secretary of State before the tax account is clear is incomplete, because the clearance letter is one of the documents the Secretary of State requires.

Keeping the registered agent current

A forfeited entity still has a registered agent on file with the Secretary of State, and that address is where state notices are directed. Vermilion Vitez resells registered-agent service fulfilled by Registered Agents Inc. at $74.25 a year.

Related page on vermilionvitez.com: https://vermilionvitez.com/texas-llc-annual-report

Official sources

FAQ

What is the difference between Form 05-211 and Form 05-213?

Form 05-211 is the Notice of Intent to Forfeit Right to Transact Business, sent when the current-year filing requirement was missed. Form 05-213 is the Notice of Forfeiture of Registration, sent when the prior-year requirement was missed.

Which agency do I go to first to reinstate a Texas LLC?

The Comptroller. The outstanding reports are filed and any tax, penalty, and interest paid there, and the Comptroller issues the tax clearance letter that the Secretary of State requires with the reinstatement forms.

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

A $50 penalty is assessed on each report filed after the due date, and interest can accrue on unpaid tax.

Does an LLC below the no-tax-due threshold still have to file?

Yes. For 2026 and 2027 the threshold is $2,650,000, and an entity at or below it files a Public Information Report or Ownership Report. Missing that filing is what the forfeiture notices address.

This page is general information about how a filing works, taken from the official sources listed above. It is not legal, tax, or financial advice, and it does not recommend any business structure. Confirm current forms, fees, and deadlines on the official source before you file.

Related guides