How to Reinstate an LLC in Texas

Get Texas LLC Reinstated

Reinstatement of an LLC in Texas involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Texas, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Texas, also known as The Lone Star State. There might be several reasons for LLC dissolution in Texas. This article will also list the type of dissolution in Texas and which ones are eligible for reinstation.

What is LLC Reinstatement in Texas?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Texas Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members' choices.

LLC Dissolution in Texas

There can be several reasons why a Limited Liability Company gets dissolved in Texas. Certain types of dissolution can be identified based on the reasons given. In Texas, reinstatement of an LLC depends on how and why the LLC got dissolved in Texas in the first place.

Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Texas), tax dues, or any other administrative issues, the state can dissolve the LLC in Texas.
Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Texas Secretary of State.
- Online: Sign in to SOS Direct
- Offline: Certificate of Termination

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Texas.

Initial Steps Before Filing for Reinstatement

In Texas, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Texas. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

Missing annual reports.
Unpaid state taxes.
Non-compliance with specific state regulations.

If need be, contact Texas Comptroller of Public Accounts to know whether you owe any outstanding tax obligations. Besides, going through the Texas Secretary of State correspondences or checking the Certificate of Fact - Status online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Texas

To avoid delays in filing, gather all necessary information ahead of time, including:

Business Name: You should first check if it is still available and has not been taken by another entity.
Document Number: It can often be found on previous filings or notices issued by the Texas Secretary of State.
Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Texas, the reinstatement document is called Application For Reinstatement. The next task is to get the forms from the official Texas Secretary of State business section. A reinstatement fee might be paid to the Texas SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
- Offline Filing in Texas: Application For Reinstatement
- Online Filing in Texas: Online Reinstatement
Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Texas Tax Department [Texas Comptroller of Public Accounts] or Insurance Department [Texas Department of Insurance]. Besides, the Certificate of Fact - Status in Texas might be needed.
Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

Reinstatement Fee: In Texas, the LLC reinstatement fee is $15 (voluntary reinstatement) & $75 (involuntary reinstatement).
Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Texas is $0 because it is not mandatory.
Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Texas.

Accepted methods of payment are as follows:

Credit Card – Visa, MasterCard, American Express or Discover.
For offline payment – Check with the Texas Secretary of State for details.

Supported browsers include:

Chrome
Edge
Firefox
Safari
Opera

Processing Time and Confirmation

The processing time for reinstatement of your LLC in Texas varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

Processing time for LLC reinstatement: Texas SOS takes 5 to 7 working days to process your LLC reinstatement. In case of expedited filing, it takes 1 to 2 business days.
Online Status Check – Use the state's SOS website (Texas Secretary of State).

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

Update members' or managers': Changing Members and Managers: You can add, delete, or change Members and Managers.
Update names and addresses as necessary.
Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in Texas

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Texas to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

Fill out the Address Change Form – where required by Texas Secretary of State.
Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Texas LLC Amendment to the SOS.
Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

Obtain a Copy of the Reinstatement Certificate
Updating Business Licenses
Make sure that all business licenses are up-to-date:
- General Business License- Verify with do not need to obtain.
- Specific Permits and Licenses- Check for any industry-specific requirements.
Verifying Good Standing Status
- Texas Annual Reports – File on time each year.
- Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Texas where you can explore the professional services for your consideration.

Additional Considerations

Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Texas Secretary of State website for more details.
Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Texas can also be filed if the previous name is not available. Fill out the correct amendment form with Texas Secretary of State.
Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

Restores Good Standing: This makes the company become legally recognized again within the state.
Maintains Limited Liability Protection: This will protect the business's owners from being liable for any company’s debts.
Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

Failure to File Annual Reports: Filing annual reports that many states like Texas require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Texas

Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Texas.
For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Texas is voluntary by members, it is not common for them to restore the LLC in Texas.
For Judiciary Dissolution, it is very uncommon to reinstate in Texas. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate my LLC in Texas after it has been involuntarily dissolved?

To reinstate your LLC in Texas after involuntary dissolution, you must file Form 802 - Certificate of Reinstatement with the Secretary of State.

What is the fee for reinstating an LLC in Texas?

The fee for reinstating an LLC in Texas is $200.

Can I reinstate my LLC online in Texas?

Yes, you can reinstate your LLC online in Texas by filing the required forms and paying the reinstatement fee through the Secretary of State's website.

What is the deadline for filing for reinstatement after my LLC has been dissolved in Texas?

In Texas, you have up to five years from the date of dissolution to file for reinstatement of your LLC.

Will I have to pay any overdue fees or penalties when reinstating my LLC in Texas?

Yes, you may have to pay any overdue fees or penalties when reinstating your LLC in Texas, in addition to the reinstatement fee.

Do I need to provide a new registered agent when reinstating my LLC in Texas?

No, you do not need to provide a new registered agent when reinstating your LLC in Texas unless you are changing your registered agent.

How long does it take for the reinstatement of an LLC to be processed in Texas?

The reinstatement of an LLC in Texas is typically processed within a few business days after the required forms and fees are submitted.

Can I change the name of my LLC when reinstating it in Texas?

No, you cannot change the name of your LLC when reinstating it in Texas. If you want to change the name, you will need to file for an amendment after reinstatement.

Do I need to file any annual reports or tax returns when reinstating my LLC in Texas?

Yes, you may need to file any overdue annual reports or tax returns when reinstating your LLC in Texas.

Will my LLC's EIN be reinstated automatically when I reinstate it in Texas?

No, your LLC's EIN will not be automatically reinstated when you reinstate it in Texas. You will need to contact the IRS to reinstate your EIN.

What happens if I do not reinstate my LLC within the five-year window in Texas?

If you do not reinstate your LLC within the five-year window in Texas, you will need to form a new LLC and go through the registration process again.

Can I reinstate my LLC in Texas if it was voluntarily dissolved?

Yes, you can reinstate your LLC in Texas if it was voluntarily dissolved. You will need to follow the same reinstatement process as for involuntarily dissolved LLCs.

What are the consequences of conducting business with a dissolved LLC in Texas?

Conducting business with a dissolved LLC in Texas can result in personal liability for the members or managers of the LLC for any debts or obligations incurred.

Can a third party challenge the reinstatement of my LLC in Texas?

Yes, a third party may challenge the reinstatement of your LLC in Texas within a certain period after reinstatement is granted.

Is there a grace period for reinstating my LLC in Texas before it is permanently voided?

In Texas, there is a five-year grace period for reinstating your LLC before it is permanently voided.

Can I continue using my LLC's name and branding while it is dissolved in Texas?

No, you should not continue using your LLC's name and branding while it is dissolved in Texas as it may lead to legal complications.

Is there a specific form I need to fill out to reinstate my LLC in Texas?

Yes, you will need to fill out Form 802 - Certificate of Reinstatement to reinstate your LLC in Texas.

Can I appeal the dissolution of my LLC in Texas before reinstating it?

Yes, you can appeal the dissolution of your LLC in Texas before reinstating it by filing a petition for revocation of dissolution.

What documents do I need to submit along with Form 802 for reinstating my LLC in Texas?

You may need to submit any overdue annual reports or tax returns along with Form 802 for reinstating your LLC in Texas.

Can I contact the Texas Secretary of State for assistance with reinstating my LLC?

Yes, you can contact the Texas Secretary of State for assistance with reinstating your LLC, either by phone, email, or in person.

What is the overall process for reinstating an LLC in Texas?

The overall process for reinstating an LLC in Texas involves submitting the required forms and fees, meeting any overdue obligations, and waiting for approval from the Secretary of State.

Can I reinstate my Texas LLC if it was dissolved due to failure to maintain a registered agent?

Yes, you can reinstate your Texas LLC if it was dissolved due to failure to maintain a registered agent by appointing a new registered agent and following the reinstatement process.

Can I reinstate my LLC in Texas if it was administratively dissolved due to failure to pay a fee or file a report?

Yes, you can reinstate your LLC in Texas if it was administratively dissolved due to failure to pay a fee or file a report by paying any overdue fees and filing the required forms for reinstatement.

Does reinstating an LLC in Texas require the approval of all members or managers?

No, reinstating an LLC in Texas does not require the approval of all members or managers but only the authorization of someone with the authority to act on behalf of the LLC, such as a managing member or officer.

Can I reinstate a reinstated LLC in Texas if it is again dissolved?

Yes, you can reinstate a reinstated LLC in Texas if it is again dissolved, as long as it is within the five-year grace period from the date of the subsequent dissolution.

What is the consequence of operating with an inactive status LLC in Texas?

Operating with an inactive status LLC in Texas may result in losing the limited liability protection offered by the LLC structure, exposing members to personal liability for business debts and legal claims.

Can a creditor challenge the reinstatement of an LLC in Texas if there are outstanding debts?

Yes, a creditor may challenge the reinstatement of an LLC in Texas if there are outstanding debts by filing a petition for revocation of reinstatement or seeking other legal remedies.

Do I need to update any other filings or licenses when reinstating my LLC in Texas?

Yes, you may need to update other filings or licenses, such as local business licenses or permits, when reinstating your LLC in Texas to ensure compliance with all legal requirements.

Can I reinstate my LLC in Texas after the five-year grace period has expired?

No, if the five-year grace period for reinstating your LLC in Texas has expired, you will need to form a new LLC to continue operating a business legally.

How do I reinstate an LLC in Texas?

To reinstate an LLC in Texas, you will need to file a Reinstatement Application with the Texas Secretary of State.

In Conclusion

LLC reinstatement or restoration in Texas mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won't occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Texas. As mentioned, you must submit the Certificate of Fact - Status and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

How to Reinstate an LLC in Texas - 2026 Guide

On this page

What is LLC Reinstatement in Texas?

LLC Dissolution in Texas