Reinstate a Dissolved Texas LLC

If your Texas LLC was administratively dissolved — typically for failure to file Franchise Tax Report or maintain a registered agent — you can reinstate it. File reinstatement with the Comptroller of Public Accounts, clear tax delinquencies, then file with SOS.

For new LLC formation, see our formation guide.

Why LLCs Get Dissolved

The most common reasons for administrative dissolution in Texas:

1. Failed to file Franchise Tax Report — the most common cause
2. Failed to maintain a registered agent — state cannot deliver notices
3. Failed to pay required taxes — tax authority flags the entity
4. Fraud or misrepresentation — rare, involuntary action by the state

Reinstatement Process

File reinstatement with the Comptroller of Public Accounts, clear tax delinquencies, then file with SOS

Step 1: Determine What Is Owed

Before filing for reinstatement, identify all delinquent obligations:

• Overdue Franchise Tax Report filings ($0 each)
• Any penalties or late fees
• Tax delinquencies (if applicable)

Step 2: Designate a Current Registered agent

Your reinstatement filing must include a current registered agent with a valid Texas address. If your previous agent is no longer serving, designate a new one.

Step 3: File for Reinstatement

• Filed with: Texas Secretary of State
• Portal: SOSDirect (sos.texas.gov)
• Include: All delinquent filings, current registered agent information, reinstatement application

Step 4: Pay All Fees

• Delinquent Franchise Tax Report fees
• Reinstatement fee (if applicable)
• Any late penalties

Step 5: Confirm Reinstatement

After processing, verify your LLC shows as "Active" or "Good Standing" in the state database at SOSDirect (sos.texas.gov).

Timeline

• Filing processing: 5-15 business days (varies by backlog)
• Total time to active status: 1-4 weeks
• Expedited options may be available for additional fee

Important Legal Implications

During Dissolution

While your LLC is dissolved:

• Liability protection is questionable — courts may not honor the LLC veil
• You cannot transact business in the LLC's name
• Contracts signed during dissolution may not bind the LLC
• You may be personally liable for obligations incurred while dissolved

After Reinstatement

• Reinstatement is generally retroactive — the LLC is treated as though it was never dissolved
• Contracts and obligations from the dissolution period are typically validated
• However, third parties who relied on the dissolution may have claims

Reinstatement vs. Forming a New LLC

Reinstate when: You have existing contracts, bank accounts, licenses, or relationships tied to the LLC.

Form new when: The LLC has significant debts, the back fees exceed formation costs, or you want a clean start.

FAQ

How long do I have to reinstate?

Texas typically allows reinstatement for a limited period after dissolution (often 2-5 years). After that window, you must form a new LLC. Check SOSDirect (sos.texas.gov) for your specific deadline.

Can I reinstate an LLC that was voluntarily dissolved?

Voluntary dissolution is typically permanent. You would need to form a new LLC. Administrative dissolution (by the state for non-compliance) is the type that allows reinstatement.

Will I owe back taxes for the dissolved period?

Potentially. Tax obligations continue regardless of dissolution status. Consult a tax professional about your specific situation.

For more compliance guides, see our how-to overview.