Corporation Reinstatement, Revival, and Revivor Packet
TEXAS CORPORATION REINSTATEMENT, REVIVAL, AND REVIVOR PACKET
Three routes—not one form. Classify the record as voluntary termination, Secretary-of-State involuntary termination, or Tax-Code forfeiture before preparing Form 811 or a tax-clearance request.
Scope gate. Use for a domestic for-profit corporation. Excludes nonprofit, professional, regulated, insolvent, judicially terminated, merged, converted, and foreign entities.
1. STATUS RECORD
| Item | Verified information |
|---|---|
| Exact corporate name | [________________________________] |
| Texas file number | [________________________________] |
| Formation date | [__/__/____] |
| Current SOS status | [________________________________] |
| Current Comptroller franchise-tax status | [________________________________] |
| Termination / forfeiture date | [__/__/____] |
| Stated cause and source | [________________________________] |
| Registered agent / office | [________________________________] |
| Tax reports and amounts due | [________________________________] |
| Name amendment required | ☐ Yes ☐ No ☐ Not confirmed |
Attach the SOS entity record, Comptroller status and correspondence, termination or forfeiture notice, certificate of formation and amendments, governing documents, ownership record, and tax-report history.
2. ROUTE CLASSIFICATION
| Status-loss route | Governing path | Selected |
|---|---|---|
| Voluntary termination eligible under § 11.201 | Required internal approval, Form 811 certificate, and tax-clearance letter | ☐ |
| SOS involuntary termination | Correct every § 11.251 circumstance, file § 11.253 certificate and amendments, attach tax-clearance letter | ☐ |
| Tax-Code forfeiture | File all delinquent reports, pay tax/penalty/interest, obtain Form 05-377 tax-clearance letter, file SOS reinstatement | ☐ |
| Court order, prohibited event, merger, conversion, or another excluded route | Stop; separate counsel-directed procedure | ☐ |
Voluntary termination
Section 11.201 limits reinstatement to specified circumstances, including mistake or inadvertence, missing required governing-person approval, incomplete winding up, or a need for legal existence to convey property, resolve a claim, take an action, or sign an instrument. Court/SOS orders, prohibited winding-up events, and Tax-Code forfeitures do not use this route. Current SOS guidance states there is no time limit after the 2023 amendment to § 11.202.
Involuntary termination
Under § 11.253, correct the termination circumstances and every other existing § 11.251-type defect. The certificate states the entity name and file number, termination date, correction statement, registered agent, and registered office; include intervening amendments and the Comptroller tax-clearance letter for a taxable corporation.
Tax forfeiture
The Comptroller requires all outstanding franchise-tax and public/ownership reports, all tax, penalty, and interest due, and a Form 05-377 tax-clearance letter requested through Webfile or Form 05-391. Submit the clearance letter, SOS reinstatement filing, and SOS fee.
3. APPROVAL AND FILING INVENTORY
| Required item | Verified value | Completed |
|---|---|---|
| Eligible statutory route | [________________________________] | ☐ |
| Governing-person / owner approval | [________________________________] | ☐ |
| Form 811 / SOS reinstatement filing | [________________________________] | ☐ |
| Registered agent and office | [________________________________] | ☐ |
| Required certificate-of-formation amendments | [________________________________] | ☐ |
| Delinquent franchise-tax and information reports | [________________________________] | ☐ |
| Tax, penalty, and interest paid | $[________________________________] | ☐ |
| Form 05-377 tax-clearance letter | [________________________________] | ☐ |
| SOS filing total | $[________________________________] as of [__/__/____] | ☐ |
☐ A franchise-tax status webpage printout is not substituted for the required tax-clearance letter.
☐ Current SOS and Comptroller forms, portals, fees, and processing instructions rechecked on filing day.
4. EFFECT AND INACTIVE-PERIOD REVIEW
For an involuntarily terminated filing entity, § 11.253 provides uninterrupted-existence treatment only if reinstatement occurs before the third anniversary of termination, and expressly states that reinstatement does not determine personal liability during the interval. Texas SOS guidance states that the filing itself may occur later; do not confuse filing eligibility with uninterrupted-existence treatment.
| Date | Contract, filing, lawsuit, transfer, or act | Separate review |
|---|---|---|
| [__/__/____] | [Description] | ☐ |
| [__/__/____] | [Description] | ☐ |
☐ No statement made that reinstatement restores every license, defeats every defense, revives every deadline, or eliminates personal liability.
5. POST-ACCEPTANCE WORK
☐ SOS and Comptroller records both show the intended active status.
☐ Accepted filing, tax-clearance letter, reports, and payment proof saved.
☐ Corporate records, tax and payroll accounts, licenses, banks, insurance, contracts, permits, and foreign qualifications reviewed separately.
Prepared by: [________________________________]
Authorized reviewer: [________________________________]
Signature: [________________________________] Date: [__/__/____]
SOURCES AND REFERENCES
- Texas Secretary of State — terminations and reinstatements FAQ
- Texas Comptroller — reinstating or terminating a business
- Texas Comptroller — tax-clearance letter requests
- Tex. Bus. Orgs. Code § 11.201 mirror text
- Tex. Bus. Orgs. Code § 11.202 mirror text
- Tex. Bus. Orgs. Code § 11.253 current mirror text
- Tex. Tax Code § 171.312 current mirror text
Route verified 2026-07-29. Official Texas statute pages exposed only indexed snippets/navigation shells through Sofya; operative BOC/Tax Code text was cross-checked against current mirrors and official SOS/Comptroller guidance. Recheck before filing.
About this template
- Last updated
- July 29, 2026
- Citations checked
- July 29, 2026
- Jurisdiction
- Texas
- Category
- Corporate & Business
Legal authority
- Tex. Bus. Orgs. Code §§ 11.201, 11.202, and 11.253; Tex. Tax Code §§ 171.312 and 171.313
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on July 29, 2026.
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