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Terminations and Reinstatements FAQs

The answers to our Frequently Asked Questions are provided for informational purposes and are not intended to provide legal advice or to substitute for the advice of an attorney. If you have specific legal questions, consult your attorney.

Terminations

  1. How do I terminate my Texas entity?
  2. What is a Certificate of Account Status for Termination and how do I get one?
  3. Summary chart for terminating a Texas entity.
  4. My certificate of termination was rejected because of the Certificate of Account Status. What am I supposed to attach?
  5. If an entity terminates, can its registered agent still be served with process?
  6. Does a filing entity have to inform the secretary of state that it has merged with another entity or gone out of business?
  7. How can I terminate a corporation if the sole owner is deceased?

  1. How do I terminate my Texas entity?

    The entity must:

      • Take the necessary internal steps to wind up its affairs. Our office cannot offer you any business or legal advice on how to wind up an entity’s affairs. You may want to consult the entity's governing documents, the applicable Texas law, and/or a private attorney.
      • Submit a Certificate of Termination on SOSDirect. Unless the entity is a nonprofit corporation, attach a Certificate of Account Status for Termination issued by the Texas Comptroller. (Do not attach a printout from the Comptroller’s Franchise Tax Account Status page.
      • Pay the appropriate filing fee.

  2. What is a Certificate of Account Status for Termination and how do I get one

    A Certificate of Account Status for Termination is a certificate issued by the Texas Comptroller of Public Accounts indicating that the entity has paid all taxes under Title 2 of the Tax Code, and the certificate must be filed with the secretary of state to legally end the entity’s existence.

    You may request a Certificate of Account Status from the Comptroller using Webfile or by submitting Comptroller Form 05-359 (PDF). Visit the Texas Comptroller for contact information.

  3. Summary chart for terminating a Texas entity.



    Texas Domestic Entity Type Fee Signer Attach Certificate of Account Status?
    For-profit or professional corporation that neither commenced business nor issued shares $40 One of the organizers or initial directors named in the certificate of formation; or an authorized officer.* Yes
    For-profit or professional corporation that commenced business and/or issued shares $40 Officer.* Yes
    Nonprofit corporation that has no members or no members with voting rights and has no assets and has not solicited any assets or otherwise engaged in activities $5 One of the organizers or initial directors named in the certificate of formation; or an authorized officer.* No
    Nonprofit corporation that holds assets or has solicited any assets or otherwise engaged in activities $5 Officer.* No
    Limited Liability Company (LLC) $40 Authorized manager or authorized member-manager. Yes
    Limited Partnership (LP) $40 Each general partner participating in winding up; if none, then each non partner liquidator, or, if the limited partners are winding up, a majority in interest of the limited partners. Yes
    Professional Association (PA) $40 Officer.* If no living officers, the legal representative of last surviving officer. Yes

    * "Director," "Owner," "Organizer," "Incorporator," "Shareholder," and "Registered Agent" are not titles of officers.

  4. My certificate of termination was rejected because of the Certificate of Account Status. What am I supposed to attach?

    The most common problems with the certificate of account status are:

    • Missing or Wrong Certificate. The Certificate of Account Status (form 05-305) must state that the entity has paid all taxes under Title 2, Tax Code, and indicate that the certificate must be filed with the secretary of state to legally end the entity’s existence.
    • Invalid or Expired Effective Date on the Certificate of Account Status which must be valid through the effective date of the Certificate of Termination.
    • A Printout of the Franchise Tax Account Status page cannot be used to terminate an entity’s existence.

  5. Summary chart for terminating a Texas entity.

    Texas law does not specifically address this question; however, the registered agent's obligation is generally to the entity, not to the individual persons operating or owning the entity. Accordingly, it is understood that the registered agent is not obligated to accept service of process for a terminated entity unless the agent is otherwise contractually obligated to do so. Other rules may provide for service of process. For example, Rule 29 of the Texas Rules of Civil Procedure provides that service of process on a terminated corporation may be made on the president, directors, general manager, trustee, assignee, or other persons who were in charge of the corporation at the time it was dissolved.

    (If you are an entity’s registered agent, you may wish to consult your private attorney or contract with the represented entity regarding your particular obligations.)

    For more information, see the Registered Agent FAQs.

  6. Does a filing entity have to inform the secretary of state that it has merged with another entity or gone out of business?

    Generally, Texas law requires a filing entity to file an instrument with the secretary of state for mergers, conversions, terminations, and withdrawals.

  7. How can I terminate a corporation if the sole owner is deceased?

    When a shareholder (owner) passes away, his or her shares must pass to someone else, either through the deceased shareholder’s will, by law, or by the terms of a shareholders' agreement. The new shareholder would have to consent to a voluntary termination or take other action to have the corporation approve the termination under the Texas Business Organizations Code. For more information, please contact your private attorney.

Reinstatements

  1. If an entity is forfeited for failure to file a franchise tax report and/or pay franchise taxes, is there a time-limit for reinstatement?
  2. If a domestic entity is terminated for non-tax reasons, is there a deadline for reinstatement?
  3. What happens if an LP does not file its periodic report within the time specified by the secretary of state?
  4. If an LP has had its certificate of formation terminated for failure to file a Periodic Report, how and when can it be reinstated?

  1. If an entity is forfeited for failure to file a franchise tax report and/or pay franchise taxes, is there a time-limit for reinstatement?

    No. When an entity fails to file a franchise tax report and/or pay franchise taxes, the secretary of state forfeits it under the Texas Tax Code. An entity forfeited under the Tax Code can reinstate at any time (so long as the entity would otherwise continue to exist) by (1) filing the required franchise tax report(s), (2) paying all franchise taxes, penalties, and interest, and (3) filing an application for reinstatement on SOSDirect, accompanied by a tax clearance letter (form 05-377) from the Texas Comptroller of Public Accounts stating that the entity has satisfied all of its franchise tax obligations and is eligible for reinstatement, and pay the appropriate filing fee.

    You may request a tax clearance letter for reinstatement (form 05-377) from the Comptroller using Webfile or by submitting Comptroller Form 05-391 (PDF). Visit Texas Comptroller for contact information.

  2. If a domestic entity is terminated for non-tax reasons, is there a deadline for reinstatement?

    No. Effective September 1, 2023, SB 1514 (PDF) (88th Reg., 2023), amended § 11.202 of the Texas Business Organizations Code (BOC) to eliminate the three-year deadline to reinstate a voluntarily terminated Texas entity. SB 1514 did not make any changes to § 11.253(d) of the BOC, which provides that the certificate of reinstatement after involuntary termination may be filed at any time; however, the entity is considered to have continued in existence without interruption only if it is reinstated before the third anniversary of the date of its involuntary termination. Whether the termination was voluntary or involuntary, Form 811 (PDF) may be used for the certificate of reinstatement and filed online thru SOSUpload.

    Type of Termination Time Limit for Reinstatement
    A voluntarily terminated domestic entity No time limit.
    An involuntarily terminated domestic entity No time limit; however, only considered to have continued in existence without interruption if entity is reinstated within 36 months.

  3. What happens if an LP does not file its periodic report within the time specified by the secretary of state?

    If an LP fails to file its periodic report within 30 days from the date that the secretary of state sends the report, it forfeits its right to transact business in Texas. While forfeited, it cannot maintain any action, suit, or proceeding in any Texas court or amend its certificate of formation or registration. It can, however, defend any action or suit; furthermore, forfeiture does not impair the validity of any contract.

    The LP can relieve itself of forfeiture by filing the periodic report within 120 days of the date the secretary of state mailed notice of forfeiture. If the LP does not file the report within this 120-day period, the secretary of state will involuntarily terminate the domestic LP or revoke registration of a foreign LP.

  4. If an LP has had its certificate of formation terminated for failure to file a Periodic Report, how and when can it be reinstated?

    To reinstate its certificate of formation, the LP must file the required report (Form 804 (PDF)), pay the appropriate filing fee and late fee, and pay all fees, taxes, penalties and interest due. The report must be accompanied by a tax clearance letter from the Texas Comptroller of Public Accounts stating that the entity has satisfied all of its franchise tax obligations and is eligible for reinstatement. There is no time limit for when the LP can reinstate, so long as the entity would otherwise continue to exist. This form can be filed online thru SOSUpload.

    You may request a tax clearance letter for reinstatement (form 05-377) from the Comptroller using Webfile or by submitting Comptroller Form 05-391 (PDF). Visit Texas Comptroller for contact information.