Reinstating or Terminating a Business

To satisfy franchise tax filing requirements to reinstate your entity, first submit these items to the Comptroller’s office.

Step 1. File all outstanding annual Franchise Tax and Public/Ownership Information Reports.

Step 2. Pay any tax, penalty and interest due.

Steps 1 and 2 must be completed before continuing to Step 3.

Step 3. Request the tax clearance letter online using Webfile or you may complete and submit Form 05-391, Tax Clearance Letter Request for Reinstatement (PDF). If payments were made, wait 2-3 business days to request your tax clearance letter.

Step 4. Submit the following items to the SOS: Form 05-377, Tax Clearance Letter; SOS reinstatement forms; and SOS filing fees. Submit via the web using SOSDirect or SOSUpload. If unable to submit by web, mail the required items to the SOS.

To satisfy all tax filing requirements to terminate, withdraw or merge your entity, submit these items to the Comptroller’s office.

Step 1. File all outstanding annual Franchise Tax and Public/Ownership Information Reports.

Step 2. File any required Final Franchise Tax Report to report your entity’s accounting data starting the day after its last annual report accounting period end date through a date that is within 60 days of the entity’s termination date.

Step 3. Pay any tax, penalty and interest due.

Step 4. File, pay, and close all other tax accounts with the Comptroller’s office. Contact us for assistance.

Steps 1–4 must be completed before continuing to Step 5.

Step 5. Request the certificate of account status online using Webfile or complete and submit Form 05-359, Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas or Registration (PDF). The certificate is valid through Dec. 31 of the year issued.

Step 6. Submit the following items to the SOS: Form 05-305, Certificate of Account Status to Terminate Texas Registration; SOS termination forms; and SOS filing fees. Submit via the web using SOSDirect or SOSUpload. If unable to submit by web, mail the required items to the SOS.

Taxable entity converting to another taxable entity

Verify your franchise tax account is current (not have any outstanding franchise tax reports, tax, penalty, or interest payments due). If your franchise tax account is not current, file any required franchise tax reports and make any necessary franchise tax payments.

No final report is due and no certificate of account status is required if the entity notifies the SOS that the resulting entity will continue to file franchise tax reports. If you need a certificate, you may submit Form 05-359, Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas or Registration (PDF) to request a certificate of account status for conversion.

Taxable entity converting to a non-taxable entity

Step 1. File all outstanding annual Franchise Tax and Public/Ownership Information Reports.

Step 2. File any required Final Franchise Tax Report to report your entity’s accounting data starting the day after its last annual report accounting period end date through a date that is within 60 days of the entity’s termination date.

Step 3. Pay any tax, penalty and interest due.

Step 4. File, pay, and close all other tax accounts with the Comptroller’s office. Contact us for assistance.

Steps 1–4 must be completed before continuing to Step 5.

Step 5. Request the certificate of account status online using Webfile or complete and submit Form 05-359, Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas or Registration (PDF). The certificate is valid through Dec. 31 of the year issued.

Step 6. Submit the following items to the SOS: Form 05-305, Certificate of Account Status to Terminate Texas Registration; SOS termination forms; and SOS filing fees. Submit via the web using SOSDirect or SOSUpload. If unable to submit by web, mail the required items to the SOS.