Updated September 4, 2026. Quick answer: a dissolved Texas corporation reinstates by filing Certificate of Reinstatement (SOS Form 811); Application for Reinstatement and Request to Set Aside Tax Forfeiture (SOS Form 801) when a Comptroller franchise-tax forfeiture is also involved under Tex. Bus. Orgs. Code § 11.253 (Reinstatement by Secretary of State After Involuntary Termination); Tex. Tax Code ch. 171, §§ 171.309-171.312 (forfeiture and reinstatement of corporate privileges) for $75, with no statutory deadline to do it.
If you’d rather have the reinstatement filed for you
Bizee can prepare and file the Texas reinstatement paperwork described above on your behalf. State filing fees and any back taxes owed are separate, and you pay those directly either way.
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The filing, and what Texas calls it
The entity must first cure the underlying delinquency with the Comptroller: file all past-due franchise tax/information reports and pay all tax, penalty and interest owed, then request a Tax Clearance Letter (Comptroller Form 05-391), which the Comptroller issues as Form 05-377. That clearance letter is then submitted to the Secretary of State together with the reinstatement form (811 or 801) and the SOS filing fee, which reinstates the entity.
How long you have to reinstate
Texas sets no deadline for reinstating a dissolved corporation. The SOS’s own FAQ states there is no absolute deadline barring reinstatement itself, but under Bus. Orgs. Code § 11.253(d), the entity is treated as having continued in existence without interruption only if reinstated before the third anniversary of involuntary termination; reinstatement after 3 years remains possible but that continuity presumption is lost. That does not mean waiting is free; back fees and penalties keep accruing the whole time the entity sits dissolved. (Tex. Bus. Orgs. Code § 11.253(d))
What you must pay before it goes through
Texas will not reinstate the corporation until every year it sat delinquent is paid for. All delinquent franchise tax reports must be filed and all tax, penalty and interest paid to the Comptroller before it will issue the Tax Clearance Letter (Form 05-377), a mandatory prerequisite to SOS reinstatement (waived only for nonprofit corporations). (Tex. Tax Code §§ 171.309-171.312)
Whether your name is still yours
Your original name is not guaranteed to still be yours. Per the SOS’s Form 801 instructions, reinstatement cannot be processed if the entity’s name now conflicts with an existing entity, fictitious name, name reservation, or registered series; if unavailable, the entity must file a simultaneous amendment adopting a new available name. Check Texas’s business-name database before assuming the reinstatement filing will go through under the old name. (Texas SOS, Form 801 instructions)
What the filing costs
Texas’s Certificate of Reinstatement (SOS Form 811); Application for Reinstatement and Request to Set Aside Tax Forfeiture (SOS Form 801) when a Comptroller franchise-tax forfeiture is also involved carries a $75 filing fee. The $75 figure is the SOS reinstatement filing fee; back franchise taxes, penalties and interest owed to the Comptroller are separate and vary by how long the entity sat forfeited.
What this page does not answer
Reinstating the entity at the state level and squaring things up with the IRS are two separate processes. Late federal returns, penalty abatement requests, and reinstating a lapsed EIN’s associated accounts are governed by federal law, not by Texas’s corporation statute, and this page does not source them. We have the state-filing answer at primary and the federal-cleanup answer not at all.
This page covers reinstating a for-profit business corporation. If your entity is an LLC and you are closing it instead of reinstating it, that is a different filing: see dissolving an LLC in Texas.
Sources
Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster as a source of law; those are the only publishers of the competing versions.
- TX Comptroller: official reinstatement/tax clearance process: https://comptroller.texas.gov/taxes/franchise/reinstate-terminate.php
- TX SOS: Form 801 instructions (fee, name availability, prerequisites): https://www.sos.state.tx.us/corp/instructions/801.shtml
- TX SOS: official Terminations and Reinstatements FAQ (3-year rule, BOC 11.253(d)): https://www.sos.state.tx.us/corp/termreinfaqs.shtml