Key Takeaways

  • A Texas LLC’s status can be confirmed through the Secretary of State's website or by requesting a Certificate of Status.
  • Certificates of Status are commonly required for business transactions like loans, acquisitions, or foreign registration.
  • Texas LLCs must file annual franchise tax reports and public information reports to maintain good standing.
  • An LLC may lose its active status if taxes are not filed or if legal requirements are unmet.
  • Reinstatement is possible after forfeiture, but it requires paying back taxes and fees.
  • Additional best practices, like appointing a registered agent and updating contact details, help preserve your Texas LLC’s status.

The Texas LLC status form is a document known as the Certificate of Status issued by the State of Texas. The document certifies a limited liability company is registered to do business in Texas, is in compliance with all applicable state licensing requirements, and has not been suspended for tax issues by the Texas Comptroller of Public Accounts. 

A Certificate of Status in other jurisdictions, may be referred to as a Certificate of Existence, Good Standing Certificate, or a Certificate of Fact. 

Information for Requesting a Certificate of Status

  • Obtaining a Certificate of Status from the Texas Secretary of State requires the submission of a records request of the business.
  • Once the request is processed and is in good standing, a certificate is issued for your business. The certificate will have the signature of the Secretary of State and an imprint of the Seal of Texas.
  • A request may be ordered for a business other than your own. This would include the records that have been filed such as the articles of formation, the original registration if the business is from out of state, conversions, and amendments, for example.
  • A certificate may be ordered via mail, email, fax, phone, online, or in person. Using the online option is recommended. To order online, use the search option at the Secretary of State website. The website provides instructions for signing up, searching, and printing a certificate.
  • The current processing cost is $15 for online processing, which can take 1-2 hours.
  • If you choose to order by mail, provide the business name, return address information, any specific requests, payment, and a daytime phone number for any questions. If you want the information faster than normal delivery time, there is an additional fee.
  • Requesting a certificate by fax requires a cover sheet with the name of the business, any special requests, and a daytime phone number. If you have the certificate faxed by to you, there is a $10 charge for expedited service along with a $2 charge per page.
  • If ordering by email, the state will bill you for the fees. You may request the information be faxed to you with applicable fees for faxing.
  • Phone requests are accepted. You will be given a timeframe for processing.
  • Ordering in person is also available with a $10 counter service charge. These are generally processed the next day. Requests by mail can take 6-8 business days for processing. 

How to Check Your Texas LLC Status Online

You can verify your Texas LLC status quickly by searching the Texas Secretary of State's business database through the SOSDirect website. Here’s how to check:

  1. Visit the SOSDirect website.
  2. Select the option to search by entity name or filing number.
  3. Enter your LLC’s name exactly as it appears in state records.
  4. Review the results to check your entity's status, such as “Active,” “Forfeited,” or “Inactive.”

The status shown will help determine whether your LLC is in good standing. If the LLC status is anything other than “Active,” corrective action may be needed. This method is useful for internal checks and also when evaluating other Texas businesses.

Advantages and Disadvantages of a Certificate of Status

  • A Certificate of Status may be needed if you are in the process of an acquisition, buying a company, a merger, or selling your business.
  • The certificate becomes part of the legal documentation of the business.
  • When applying for a line of credit or a business loan a certificate is usually required.
  • If you plan to register your business out of state, a Certificate of Status will most likely be required. In some states, certified status verification must be less than 30 days old, while other states allow a 60-day timeframe.
  • Because certificates mean different things in different jurisdictions, it can be confusing to know which certificate someone is requesting. For example, in Texas, a Certificate of Good Standing is not the same as the Certificate of Existence. It is not unheard of for owners to have no idea what the status may be of their company. This may arise when a purchase or sale is in progress or a lawsuit has been filed against the business.
  • In Texas, to keep your business showing as registered and active you must file an annual tax return and a public information disclosure.
  • When annual franchise taxes are not filed, a notification is issued to the business from the comptroller's office. The comptroller also notifies the appropriate office of the Secretary of State, which can result in the forfeiture of the business.
  • If the delinquency is not rectified, the status noted by the Texas Comptroller is "Franchise Tax Involuntarily Ended" followed by the Secretary of State changing the status of the business to "Forfeited Existence".
  • Once forfeited, it can be reinstated or a new LLC can be formed. You cannot get the same name again.
  • To reinstate, all overdue taxes must be paid, a public information disclosure is filed, and you must pay a $50 late fee.

Best Practices to Maintain an Active Texas LLC Status

Maintaining a favorable Texas LLC status requires ongoing compliance. Consider the following best practices:

  • Timely Annual Filings: Submit franchise tax and public information reports each year before May 15.
  • Keep a Current Registered Agent: Ensure your registered agent is consistently available to receive service of process and state notifications.
  • Use Reliable Contact Info: Maintain accurate mailing and email addresses with the state to avoid missing critical communications.
  • Renew Licenses or Permits: If your business requires local, state, or federal licenses, renew them timely to avoid operational disruption.
  • Monitor Your Status Periodically: Check your status at least once a year using the SOSDirect portal.

Adopting these strategies can prevent interruptions to your business operations and ensure your Texas LLC remains in good standing.

Reinstating a Forfeited Texas LLC

If your Texas LLC has been forfeited, it’s often possible to reinstate it. Here's what to do:

  1. Resolve All Tax Issues: Pay all outstanding franchise taxes, interest, and penalties through the Texas Comptroller’s office.
  2. File a Public Information Report (PIR): Submit the most recent PIR to the Comptroller.
  3. Obtain a Tax Clearance Letter: This document proves you’re in compliance with the Texas Comptroller’s requirements.
  4. File an Application for Reinstatement with the Secretary of State: Along with the $75 reinstatement filing fee and tax clearance letter.
  5. Include Any Amendments: If your registered agent or office has changed, submit Form 401.

Reinstatement must occur within 120 days if you wish to preserve your LLC’s original name. Otherwise, the name may be made available to other entities.

Common Reasons a Texas LLC Becomes Inactive

Several issues can lead to a change in your Texas LLC status, most notably:

  • Failure to File Franchise Taxes: The Texas Comptroller requires annual franchise tax reports. Missing deadlines can result in tax forfeiture.
  • Non-Compliance with Public Information Reports: Every Texas LLC must file this report annually. Failure may lead to “Not In Good Standing” status.
  • Registered Agent Issues: If your LLC doesn’t maintain a registered agent or fails to update their contact information, your business may fall out of compliance.
  • Administrative Mistakes: Incorrect filings or failure to address state correspondence can also trigger a suspension or forfeiture.

If your Texas LLC status shows “Franchise Tax Involuntarily Ended” or “Forfeited Existence,” your LLC has lost its legal authority to operate. These designations may appear on the public business records and can affect your ability to conduct business or secure funding.

Frequently Asked Questions

  1. How can I check the current status of my Texas LLC?
    You can check your LLC’s status by using the SOSDirect system on the Texas Secretary of State’s website. Simply search by your entity name or filing number.
  2. What does “Franchise Tax Involuntarily Ended” mean?
    This means your LLC has not complied with state tax filing requirements, and the Texas Comptroller has revoked your entity’s right to operate.
  3. Can I reinstate my forfeited Texas LLC?
    Yes, reinstatement is possible. You'll need to clear all outstanding tax obligations, file a public information report, and submit a reinstatement application with the Secretary of State.
  4. Is a Certificate of Status the same as being in good standing?
    Not necessarily. A Certificate of Status confirms current standing, but only if all tax and legal requirements have been met. It’s proof that your LLC is authorized to do business in Texas.
  5. Do I need a lawyer to handle Texas LLC status issues?
    While it’s possible to manage filings on your own, legal help can ensure compliance and prevent costly errors. You can find experienced business attorneys on UpCounsel to assist with maintaining your Texas LLC.

If you need help with understanding Texas LLC status, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.