Texas franchise tax forfeiture and reinstatement

Got a franchise tax forfeiture? What to do

First Mover Projects does not file this, and it is not a filing service. These are the steps the Comptroller and the Secretary of State publish. Read the notice you received and look up the account before you pick a step.

1. Look up the franchise tax account status. The account status page says that status is the right to transact business in Texas. The search is at comptroller.texas.gov/taxes/franchise/account-status/search.
2. File every missing franchise tax report and information report, and pay any tax, penalty, and interest. The page on making an account current describes that for report year 2024 and later. Form 801 instructions require the same two items before you submit the reinstatement.
3. If the Secretary of State has forfeited or revoked the entity under chapter 171 of the Tax Code, request a tax clearance letter. Use Webfile, or mail Form 05-391, Tax Clearance Letter Request for Reinstatement (PDF). The Comptroller issues Form 05-377.
4. File Secretary of State Form 801 (PDF) with that letter. The instructions say the filing fee is $75, unless the entity is a nonprofit corporation. There is no fee for a nonprofit corporation following a tax forfeiture.

Form 801 is not the filing that revives the right to transact business while the Secretary of State registration is still in place. The October 2026 article points to the Comptroller's notices page for making the account current so the registration is not forfeited.

Fees and dates

• May 15, 2026

  The October 2026 Tax Counsel News says 2026 franchise tax reports were due May 15. The franchise tax page says the annual report is due May 15, and if May 15 falls on a weekend or holiday the due date is the next business day. May 15, 2026 was a Friday.

  Source: Tax Counsel News, October 2026 · Franchise tax

• September 29, 2026

  The October 2026 Tax Counsel News says: "On Sept. 29, the Comptroller's office began mailing" the Texas Notice of Forfeiture of Right to Transact Business to entities that have not satisfied franchise tax filing or payment requirements. The article does not print a year next to "Sept. 29." The issue is October 2026, and the same paragraph names Jan. 29, 2027, so that September is 2026.

  Source: Tax Counsel News, October 2026

• November 16, 2026

  A separate reminder in that same newsletter says franchise tax reports are due Nov. 16, 2026, for taxpayers who filed valid extensions for the 2026 annual report. November 16, 2026 is a Monday. That date is not the Jan. 29, 2027 revival date.

  Source: Tax Counsel News, October 2026

• January 29, 2027

  The October 2026 Tax Counsel News says: "If your entity's right to transact business is not revived before Jan. 29, 2027, the entity's registration with the Secretary of State will be forfeited." January 29, 2027 is a Friday.

  Source: Tax Counsel News, October 2026

The account status page describes an earlier step. It says the law requires the Comptroller to give at least 45 days, beginning after the notice of pending forfeiture is mailed, before the actual forfeiture of the right to transact business. It cites Texas Tax Code sections 171.255 and 171.2515. The Sept. 29 mailing described above is the notice that the right has been forfeited, not that 45-day pending notice.

Comptroller penalties

• The franchise tax page says a $50 penalty is assessed on each report filed after the due date. If tax is paid 1 to 30 days after the due date, a 5 percent penalty is assessed. If tax is paid more than 30 days after the due date, a 10 percent penalty is assessed.
• The notices page and the October 2026 newsletter say there is no $50 penalty for late filing a Public Information Report or an Ownership Information Report.
• The franchise tax page says past due taxes are charged interest beginning 61 days after the due date. The interest page lists the 2026 rate as 7.75 percent.
• The franchise tax FAQ says that after you file the report and pay the amount due, you may ask for a waiver of penalties on Form 89-224.

Secretary of State fee

The Form 801 instructions say: "The filing fee for an application for reinstatement is $75, unless the entity is a nonprofit corporation. There is no fee for filing the reinstatement of a nonprofit corporation following a tax forfeiture." The same page says credit card payments on SOSPortal include a convenience fee of $0.25 plus 2.25 percent of total fees. The form itself says "Filing Fee: See instructions."

What the Comptroller says forfeiture does

As a direct result of the forfeiture of the right to transact business, an entity's officers, directors, partners, members, or owners will be liable for certain debts of the entity (including taxes, penalties, and interest) incurred after the due date of the report and/or payment. Also, the entity will generally be denied the right to sue or defend in a Texas court in accordance with the law.

That paragraph is from the October 2026 Tax Counsel News. The account-current page says the forfeiture is reflected on the Comptroller's public website, the entity will generally be denied the right to sue or defend in a Texas court, and each officer, director, partner, member, or owner will be liable for certain debts of the entity. The account status page states the court limit and director or officer debt liability and cites Tax Code sections 171.255 and 171.2515. This page does not restate the statute.

The same account-current page says that if you receive a Texas Notice of Forfeiture of Registration, the entity's registration is forfeited with the Secretary of State, and you need to meet franchise tax filing requirements and obtain a tax clearance letter for reinstatement to file with the Secretary of State.

Make the account current

The account-current page says an account for the 2024 report and later is not current if you did not file a franchise tax report, did not pay the franchise tax due, or did not file the Public Information Report or Ownership Information Report. If the entity is a member of a combined group, that page says to contact the reporting entity.

The 2026 forms page says the No Tax Due Report is not available for 2026 reports. An entity with annualized total revenue less than or equal to the no tax due threshold is not required to file a No Tax Due Report, and it is still required to file a Public Information Report or an Ownership Information Report. That page lists the 2026 threshold as $2.65 million. The rate table lists $2,650,000 for 2026 and 2027.

• At or below the threshold: file Form 05-102, the Public Information Report, or Form 05-167, the Ownership Information Report. The account-current page says you do not owe franchise tax in this case. It says Public Information Reports are filed by corporations, limited liability companies, limited partnerships, professional associations, and financial institutions. Ownership Information Reports are filed by other legally formed entities.
• Above the threshold: file the E-Z Computation Report (Form 05-169) or the long form (Forms 05-158-A and 05-158-B), file Form 05-102 or Form 05-167, and pay any tax, penalty, and interest.

The 2026 forms page also says a new veteran-owned business defined in Texas Tax Code Section 171.0005 does not file a No Tax Due Report for its first five years, and does not file a Public Information Report or an Ownership Information Report for that period, while it still meets that section. A passive entity under Section 171.0003 files the E-Z Computation Report or the long form and does not file a Public Information Report or an Ownership Information Report. A real estate investment trust that meets Section 171.0002(c)(4), and an entity above the threshold with zero Texas gross receipts, file the E-Z Computation Report or the long form and a Public Information Report or an Ownership Information Report.

The account-current page says you can file and pay through Webfile at security.app.cpa.state.tx.us, by mailing franchise tax forms, in person at a Comptroller field office, or with tax preparation software. The Webfile number on a notice is eight digits and begins with XT. If you cannot find it, that page lists WebfileHelp@cpa.texas.gov. The tax clearance page says the automated line 1-800-442-3453 can provide a Webfile number 24 hours a day.

If you already filed the item a notice lists as missing, the notices page says to call 800-252-7942.

Reinstatement: Form 05-391, then Form 801

Use this section when the Secretary of State has forfeited or revoked the entity for franchise tax. The Comptroller reinstatement page lists four steps. Steps 1 and 2 must be done before step 3.

1. File all outstanding annual franchise tax reports and Public Information Reports or Ownership Information Reports.
2. Pay any tax, penalty, and interest due.
3. Request the tax clearance letter in Webfile, or complete Form 05-391 (PDF). If you made a payment, wait 2 to 3 business days before the request.
4. Submit Form 05-377 (the tax clearance letter), the Secretary of State reinstatement forms, and the Secretary of State filing fees. The Comptroller page says to submit them on the web through SOSPortal, or by mail if you cannot submit on the web.

Form 05-391 is titled "Tax Clearance Letter Request for Reinstatement." The form says all required franchise tax reports and signed information reports through the reinstatement date must be filed, and all franchise tax, penalty, and interest must be paid. It also says that if those reports and payments are already on file, you may request the letter in Webfile or return the form, and if they are not on file, you may send the missing reports and payments with the request. Mail the form to Comptroller of Public Accounts, P.O. Box 149348, Austin, TX 78714-9348.

The tax clearance page says a tax clearance letter is required when an entity reinstates a registration with the Secretary of State, and that this is the only time that letter is required. It says taxpayers and preparers who have the Webfile (XT) number, or who have used Webfile for franchise tax and are registered with the Secretary of State, can request the letter electronically. Certificates for registered limited liability partnerships are not available electronically. These entities must mail Form 05-391:

• An entity that is part of a combined group.
• An entity that has been active for franchise tax for less than one year.
• A limited liability partnership.
• An entity not registered with the Texas Secretary of State.
• An entity that has an active audit.
• An entity whose existence or registration was forfeited before January 1, 2000.
• An entity with past due franchise tax filings or liabilities from before January 1, 1992.

Form 801

The Form 801 instructions say the form is the final step for reinstating a domestic or foreign filing entity that the Secretary of State forfeited or revoked under chapter 171 of the Texas Tax Code. Before you submit it, file each delinquent report required by chapter 171 and pay the tax, penalty, and interest due when you make the request. The application must be accompanied by a tax clearance letter stating that the entity has satisfied all franchise tax liabilities and may be reinstated.

The instructions say not to use Form 801 if the entity was voluntarily terminated, if the Secretary of State ended the existence or registration for a reason other than tax forfeiture, or if a court terminated or revoked it. Those cases point to Form 811 or Form 814.

The instructions say the request may be submitted at any time after forfeiture so long as the entity would otherwise have continued to exist. The terminations and reinstatements FAQ answers "No" to a time limit and lists the same three parts: file the required franchise tax reports, pay the franchise taxes, penalties, and interest, and file the reinstatement with a tax clearance letter (Form 05-377) and the filing fee. That FAQ names SOSDirect. The Form 801 instructions, revised 09/26, and the Comptroller reinstatement page both name SOSPortal. Follow the form instructions for the filing path: SOSPortal.

The Comptroller phone numbers on the Form 801 instructions are (800) 252-1381 and (512) 463-4600. The Secretary of State number on that page for the forfeiture date is (512) 463-5555, or 7-1-1 for relay services. The account status page also lists 800-252-1381 and 512-463-5555.

Who may sign, from the Form 801 instructions:

• For-profit or professional corporation: officer, director, or shareholder at the time of forfeiture.
• Professional association: officer, director, or member at the time of forfeiture.
• Nonprofit corporation: officer, director, or member at the time of forfeiture.
• Limited liability company: member or manager at the time of forfeiture.
• Limited partnership: partner at the time of forfeiture.
• Statutory or business trust: trustee or beneficial owner at the time of forfeiture.

The instructions say the reinstatement cannot be filed if the entity name is no longer available in the Secretary of State records. If the name is not available, an amendment must be submitted at the same time. They also say Form 801 does not update the registered agent or registered office. That update is a separate filing, Form 401.

Payment and delivery, from the same instructions: file through SOSPortal for faster processing. Pay by ACH or credit card. The credit card convenience fee is $0.25 plus 2.25 percent of total fees. By mail or in person, pay by check or money order. Mail to P.O. Box 13697, Austin, TX 78711-3697. Deliver to 400 W. 15th St., Austin, TX 78701. Do not include the instruction pages, duplicate copies, or personal identifying information.

Free check

The free forfeiture check asks four questions and lists the Comptroller and Secretary of State steps that match those answers. It runs in the browser. Nothing is uploaded. It does not file a report, request a tax clearance letter, or pay a fee.

FAQ

Sources

• Texas Comptroller: Tax Counsel News, October 2026
• Texas Comptroller: Franchise tax
• Texas Comptroller: 2026 franchise tax forms
• Texas Comptroller: Making your franchise tax account current, 2024 report year and later
• Texas Comptroller: Tax notices and resolving problems with your account
• Texas Comptroller: Franchise tax account status
• Texas Comptroller: Franchise tax account status search
• Texas Comptroller: Reinstating or terminating a business
• Texas Comptroller: Requesting tax certificates and tax clearance letters
• Texas Comptroller: Form 05-391, Tax Clearance Letter Request for Reinstatement (PDF)
• Texas Comptroller: Interest owed and earned
• Texas Comptroller: Franchise tax FAQ
• Texas Secretary of State: Form 801 instructions
• Texas Secretary of State: Form 801 (PDF)
• Texas Secretary of State: Terminations and reinstatements FAQ
• Texas Secretary of State: SOSPortal, business filings

Checked November 5, 2026. Re-check the Comptroller and Secretary of State pages before you file. This page does not compute the tax, penalty, or interest on your account.

Copy-paste prompt for any AI agent

I have a Texas taxable entity and a franchise tax forfeiture question. Use only these pages: the October 2026 Tax Counsel News, the Comptroller franchise tax page, the 2026 forms page, the account-current page, the notices page, the account status page, the reinstatement page, the tax clearance letter page, Form 05-391, the Form 801 instructions, and the Secretary of State terminations and reinstatements FAQ.
1. Quote the sentence that says the right to transact business must be revived before Jan. 29, 2027.
2. Say whether Form 801 is the step before the Secretary of State forfeits the registration, or the step after. Use the Form 801 instructions.
3. Quote the Form 801 filing fee, including the nonprofit corporation line.
4. Say when Form 05-391 is used, and name the letter the Comptroller issues (Form 05-377).
5. Quote the no-$50 line for a late Public Information Report or Ownership Information Report, and the $50 line for a report filed after the due date. Keep them separate.
Do not file anything, do not ask for a Webfile number or password, and do not log in to any account. When you state a date or a fee, quote the line. If you cannot find that line, say "no deadline line found" instead of guessing.

Not advice

General guidance, not legal, tax or IT advice. Whether you file, what you owe, and what a forfeiture does to a particular debt or lawsuit depends on the entity and the notice. Check the Comptroller and Secretary of State pages linked above, or ask a lawyer or tax advisor for your case. Not affiliated with or endorsed by the Texas Comptroller of Public Accounts or the Texas Secretary of State. First Mover Projects does not file franchise tax reports, Form 05-391, or Form 801, and it is not a filing service.