Maintaining Your Texas Entity: Annual Compliance and Reinstatement

Whether you operate as a single-member LLC or an LLC that has elected S Corp tax status, maintaining your LLC's good standing with the state is essential. The requirements and principles outlined in this article apply to both structures, as S Corp status is a federal tax election and does not change your state-level LLC obligations.

To keep your business running smoothly in Texas, you must maintain what the state calls "Active" status (officially known as Franchise Tax Account Status). While federal taxes are handled separately, the state of Texas requires a specific annual update to keep your LLC’s legal protections active.

The Annual Requirement: Form 05-102 (PIR)

Every LLC in Texas is required to file a Public Information Report (PIR) once a year. This report confirms your business address and the names of the individuals who manage the company.

• The Deadline: May 15th of every year.
• The Cost: In most cases, there is no state fee to file this report on time. However, the total cost of your annual state filing depends on your business's total revenue and may include franchise tax if you exceed the state's "no-tax-due" threshold.
• The "No Income" Rule: You must file this report even if your business made $0 or is below the tax-paying threshold.

Why This Report Matters

The Public Information Report (PIR) is the essential link between your business and the Texas Secretary of State. Keeping this up to date ensures your business remains in good standing and continues to operate without administrative hurdles.

• Maintains Good Standing: Filing the PIR helps keep your entity in active status with the Texas Comptroller.
• Confirms Current Information: The report updates the state with your company’s current ownership, officers, managers, and registered agent details.
• Prevents Forfeiture: Missing required filings can lead to the forfeiture of your entity’s right to transact business in Texas and may trigger complex reinstatement steps.
• Supports Financial Activity: Many banks and lenders verify your state status before opening accounts or issuing credit.
• Avoids Extra Work: Filing on time reduces the administrative burden of resolving compliance issues later.

Collective’s Role in Your Compliance

At Collective, we help you stay on top of your entity's status by providing annual report reminders.

Please Note: While we provide reminders to help you track these deadlines, Collective does not manage or file the annual Public Information Report on your behalf. Because this is a state compliance requirement rather than a federal tax filing, members are responsible for submitting this report directly to the Texas Comptroller. Additionally, reinstating an entity that has already been forfeited or dissolved is currently out of scope for our services. We’ve provided the steps below to guide you through these manual processes.

Helpful Tips for LLC Owners

• Check Your Status Yearly: You can verify your LLC is in good standing at any time using the Texas Taxable Entity Search.
• Use Webfile: Generally, the easiest way to file is through the Texas Comptroller’s Webfile portal. It typically takes only a few minutes to confirm your management list and submit your report.
• Verify Your Address: The state sends reminder notices to the mailing address they have on file. Ensure this is an address where you actually receive mail so you don't miss important deadlines.
• Officer Updates: Growing your team is exciting! If you change managers or add members during the year, you don't necessarily need to file an amendment with the state immediately. In most cases, these updates are rolled into your next annual Public Information Report (PIR).

⚠️ Important: Keep Collective in the Loop

If you are adding officers, changing managers, or bringing on new members, please notify us right away so we can ensure your internal records and tax strategies remain accurate.

How to Maintain or Reinstate Your Texas Entity

Use the steps below to manage these state compliance requirements directly.

Step 1: Gather Your Information

Before filing your PIR or starting a reinstatement, have your state-issued identification numbers ready:

• Texas Taxpayer Number: 11 digits (starts with 3).
• Texas SOS File Number: Starts with 8 or 08.
• Webfile Number: Starts with RT or FQ.

Need help locating these documents? For a walkthrough and more details on finding these IDs, check out our guide: How to Find Your Texas Webfile Number in Collective.

Step 2: File Your Annual PIR & Pay Fees

• Submit Missing Reports: Submit any overdue PIRs immediately via Webfile.
• Pay the Late Fee: There is a $50 late fee assessed for each report filed after the deadline.

Step 3: Reinstating an Inactive Entity (If Applicable)

If your status was forfeited for an extended period, you must "revive" the entity through a two-phase process:

Phase A: Comptroller Requirements

1. Clear All Dues: Pay all outstanding taxes, penalties, and interest.
2. Request Clearance: Submit Form 05-391 (Tax Clearance Letter Request) via Webfile.
3. Receive Form 05-377: The Comptroller will issue your official Tax Clearance Letter once requirements are met.

Phase B: Secretary of State (SOS) Submission

1. File for Reinstatement: Log in to SOSDirect and select the Reinstatement option (generally Form 811).
2. Attach Clearance: You must attach your Form 05-377 Tax Clearance Letter to this filing.
3. Submit & Pay: The SOS filing fee for reinstating an LLC is generally $75.

Contact Information for Texas State Agencies

If you have specific questions regarding your entity's status or the reinstatement process, you can contact the following agencies directly:

Disclaimer: The information contained in this document is provided for informational purposes only and should not be construed as legal, financial, or tax advice.