Form 801 - Instructions for Application for Reinstatement and Request to Set Aside Tax Forfeiture

Form 801 (PDF) Instructions (PDF)

The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist.

Commentary

This form may be used to complete the final step for reinstating a domestic or foreign filing entity that has been forfeited or revoked by the secretary of state under chapter 171 of the Texas Tax Code. Before submitting this form, an entity seeking reinstatement must: (1) file with the comptroller of public accounts each delinquent report that is required by chapter 171; and (2) pay the tax, penalty, and interest imposed by the Tax Code and due at the time the request to set aside forfeiture is made.

Do Not Use This Form If:

The entity was voluntarily terminated. See Form 811 (PDF).
The existence or registration was terminated or revoked by the secretary of state for a reason other than tax forfeiture. See Forms 811 (PDF), 814 (PDF).
The entity was terminated or revoked by court order.

Time Frame for Reinstatement

The request to set aside forfeiture may be submitted at any time after forfeiture so long as the entity would otherwise have continued to exist.

Persons Authorized to Submit Application for Reinstatement

For-Profit or Professional Corporation: officer, director, or shareholder at the time of forfeiture.
Professional Association: officer, director, or member at the time of forfeiture.
Nonprofit Corporation: officer, director, or member at the time of forfeiture.
Limited Liability Company: member or manager at the time of forfeiture.
Limited Partnership: partner at the time of forfeiture.
Statutory or Business Trust: trustee or beneficial owner at the time of forfeiture.

Registered Agent & Registered Office Updates

Filing entities must maintain accurate registered agent and registered office information on file with the secretary of state. Neither tax filings nor this application for reinstatement can be used to update the registered agent and registered office information; rather updates to the registered agent and registered office require an additional filing. See Form 401 (PDF).

Instructions for Form

Item 1—Entity Name: Set forth the legal name of the entity as stated in its certificate of formation or registration. For a foreign filing entity that was registered to transact business in Texas under a different name, also set forth the fictitious name under which the entity obtained its registration.
Entity Name Availability: The reinstatement cannot be filed if the entity name is not distinguishable in the records of the secretary of state from the name of any existing domestic or foreign filing entity, any fictitious name under which a foreign filing entity is registered to transact business in this state, any name reservation or registration, or the name of any existing registered series of a domestic limited liability company filed with the secretary of state. These are the administrative rules for determining entity name availability (Texas Administrative Code, Title 1, Part 4, Chapter 79, Subchapter C).

If the entity name is no longer available or written consent for the use of the name is required but cannot be obtained, the entity must amend its certificate of formation or application for registration, as applicable, to state an available name. The amendment must be submitted at the same time as the application for reinstatement.
Item 2—Secretary of State File Number: It is recommended that the file number assigned by the secretary of state be provided to facilitate processing and ensure that the correct entity is reinstated.
Item 3—Date of Forfeiture/Revocation: Provide the date of the forfeiture or revocation. If unsure, verification of the date may be obtained by calling the secretary of state at (512) 463-5555, by dialing 7-1-1 for relay services, or by sending an e-mail.
Item 4—Certified Statements: Although an application for reinstatement need not be notarized, by signing the application for reinstatement, a person certifies to the statements contained in Item 4 of the application. Prior to signing, please read the statements on this form carefully. In addition to the penalties imposed by law for the submission of a false or fraudulent document, a person commits an offense under section 171.363 of the Tax Code if the person is an employee, officer, or agent of a taxable entity and the person knowingly enters or provides false information on any report, return, or other document filed by the taxable entity under the provisions of chapter 171, including an application for reinstatement. An offense under section 171.363 is a felony of the third degree.
Tax Clearance: An application of reinstatement must be accompanied by a tax clearance letter from the Texas Comptroller of Public Accounts stating that the entity has satisfied all franchise tax liabilities and may be reinstated.

Contact the Comptroller for assistance in complying with franchise tax filing requirements and obtaining the necessary tax clearance letter. The Comptroller may be contacted by e-mail or by phone at (800) 252-1381 or (512) 463-4600.
Execution: The application must be signed by a person who is authorized to apply for and request a reinstatement of the forfeited entity. (See “Persons Authorized to Submit Application for Reinstatement” area on page 1 of these instructions.)
Payment and Delivery Instructions: The filing fee for an application for reinstatement is $75, unless the entity is a nonprofit corporation. There is no fee for filing the reinstatement of a nonprofit corporation following a tax forfeiture.

Fees may be paid by: (1) a personal check or money order payable through a U.S. bank or financial institution and made payable to the secretary of state; (2) a funded LegalEase account; or (3) a prefunded secretary of state client account. Applicable fees for any additional filings required as a condition for reinstatement must be submitted together with the appropriate filing fee for the application for reinstatement.

Submit the completed form(s) in duplicate along with the filing fee. The form(s) may be: (1) mailed to P.O. Box 13697, Austin, Texas 78711-3697; or (2) delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a file-stamped copy of the document, if a duplicate copy was provided as instructed.
Revised 12/23