Texas Annual Report: Due Date, Fee & Late Penalty

Texas LLC: Franchise Tax Report and Public Information Report (Form 05-102), filed with the Comptroller

Due

May 15 each year (next business day if May 15 falls on a weekend or holiday)

How often

Every year

First report

May 15 of the year following the year the entity became subject to franchise tax (e.g., formed in 2025 -> first report due May 15, 2026)

State fee

Free — No filing fee. LLCs with annualized total revenue at or below the no-tax-due threshold ($2,650,000 for 2026 and 2027 reports) owe no franchise tax and, since report year 2024, file only the Public Information Report (no No Tax Due Report). Above the threshold, franchise tax (0.375% retail/wholesale, 0.75% other; EZ computation 0.331% up to $20 million revenue) is reported and paid by May 15. Extension available to Aug. 15 / Nov. 15

Late fee

$50 penalty on each franchise tax report filed after the due date, plus 5% of tax if paid 1-30 days late or 10% if paid more than 30 days late; interest from 61 days after the due date. No $50 penalty for a late PIR/OIR filed by an entity at or below the no-tax-due threshold

Grace period

Comptroller forfeits the right to transact business if reports are not filed or tax not paid within 45 days after the delinquency notice (Form 05-211, typically mailed July/August)

Dissolution

Two-stage tax forfeiture: (1) Comptroller forfeits the entity's right to transact business 45 days after the notice of intent to forfeit (Tax Code 171.251-171.2515); (2) if still not cured within 120 days of the notice of forfeiture, the Secretary of State forfeits the certificate of formation (status 'forfeited existence') (Tax Code 171.301-171.309)

Reinstatement

File all delinquent franchise tax reports/PIRs, pay tax, penalty and interest, obtain a tax clearance letter (Form 05-377), then file SOS Form 801 Application for Reinstatement and Request to Set Aside Tax Forfeiture: $75. No time limit

Sources: [1] comptroller.texas.gov · [2] comptroller.texas.gov · [3] comptroller.texas.gov · [4] comptroller.texas.gov · [5] comptroller.texas.gov · [6] comptroller.texas.gov · [7] sos.state.tx.us · [8] sos.state.tx.us

Texas corporation: Franchise Tax Report and Public Information Report (Form 05-102), filed with the Comptroller

Due

May 15 each year (next business day if May 15 falls on a weekend or holiday)

How often

Every year

First report

May 15 of the year following the year the corporation became subject to franchise tax

State fee

Free — Same as LLC: no filing fee; no tax due at or below the $2,650,000 no-tax-due threshold (2026-2027 reports), but the Public Information Report must still be filed. There is no separate Secretary of State annual report for for-profit corporations

Late fee

$50 penalty on each franchise tax report filed after the due date, plus 5% of tax if paid 1-30 days late or 10% if paid more than 30 days late; interest from 61 days after the due date. No $50 penalty for a late PIR filed by an entity at or below the no-tax-due threshold

Grace period

45 days after the Comptroller's notice of intent to forfeit before privileges are forfeited

Dissolution

Comptroller forfeits corporate privileges 45 days after the delinquency notice; Secretary of State forfeits the charter if not cured within 120 days of the notice of forfeiture (Tax Code 171.251-171.2515, 171.301-171.309).

Reinstatement

File delinquent reports, pay tax/penalty/interest, get tax clearance letter (Form 05-377), file SOS Form 801: $75. No time limit

Sources: [1] comptroller.texas.gov · [2] comptroller.texas.gov · [3] comptroller.texas.gov · [4] sos.state.tx.us · [5] sos.state.tx.us · [6] sos.state.tx.us

Texas nonprofit corporation

No annual or biennial report is required. No regular annual report. The Secretary of State may request a periodic report not more than once every four years; it must be filed within 30 days after the notice is sent.

Sources: [1] sos.state.tx.us