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Tax Requirements for Filings with the Secretary of State


Tax Clearance Required for Reinstatement

An entity reinstating its registration with the Texas Secretary of State must provide a tax clearance letter showing that all franchise taxes have been paid. Tax Clearance letters will be issued, upon request, by the Comptroller's office after all franchise tax reports and the appropriate signed information reports due through the date of reinstatements are filed, and all franchise tax, penalty and interest due on those reports are paid.

Use form 05-391 (PDF, 39KB) to request the tax clearance letter.

Exempt entities should contact the Exempt Organizations Section to obtain a tax clearance letter.

Visit the Secretary of State for filing options, requirements and forms.

Franchise Tax Requirements to End the Registration of an Entity with the Secretary of State
(Termination, Cancellation, Withdrawal, Merger, Conversion)

Termination/Cancellation/Withdrawal

In order to end the legal existence of an entity through termination or cancellation, or to withdraw a non-Texas entity's registration with the Secretary of State, the entity must obtain a certificate of account status from the Comptroller. The certificate must be included with the documents filed with the Secretary of State.

Before the Comptroller can issue the certificate, the entity must satisfy all tax responsibilities for all taxes administered by the Comptroller of Public Accounts under Title 2, Tax Code. This includes filing a franchise tax report, the appropriate signed Information Report and a final franchise tax report for the year in which the termination documents are filed with the Secretary of State.

Use form 05-359 (PDF, 225KB) to request the certificate.

An entity that is a member of an affiliated group required to file a combined report should complete Form 05-359 and, in Section A, provide the name and taxpayer number of the entity that will report franchise tax on the entity's behalf.

Visit the Secretary of State for filing options, requirements and forms.

Merger

In order for a Texas entity to merge out of existence, the entity must provide evidence that all franchise tax responsibilities have been satisfied. The evidence can be

  • a statement in the documents filed with the Secretary of State that the surviving entity is responsible for the franchise tax, or
  • a certificate of account status issued by the Comptroller.

Before the Comptroller can issue the certificate, the entity must satisfy all franchise tax responsibilities, including a franchise tax report, the appropriate, signed Information Report and a final franchise tax report for the year in which the documents are filed with the Secretary of State.

Use form 05-359 (PDF, 225KB) to request the certificate.

Visit the Secretary of State for filing options, requirements and forms.

Conversion

A taxable entity converting to another taxable entity must be in good standing and must file a franchise tax report and the appropriate, signed information report for the year in which the documents are filed with the Secretary of State. No final report is due, and a certificate of account status is not required, because the converted entity continues to file franchise tax reports.

A taxable entity converting to a non-taxable entity must provide evidence that all franchise tax responsibilities have been satisfied. The evidence can be

  • a statement in the documents filed with the Secretary of State that the surviving entity is responsible for the franchise tax, or
  • a certificate of account status issued by the Comptroller.

Before the Comptroller can issue the certificate, the entity must satisfy all franchise tax responsibilities, including a franchise tax report, the appropriate, signed Information Report and a final franchise tax report for the year in which the documents are filed with the Secretary of State.

Use form 05-359 (PDF, 225KB) to request the certificate.

Visit the Secretary of State for filing options, requirements and forms.

Expediting a Filing with the Secretary of State

The Secretary of State processes filings within three business days of receipt. If faster turnaround is required, the filing should be presented to the Secretary of State with a request to expedite and payment of the $25 (per document) expedite fee in addition to the filing fee. Filings submitted through SOSDirect (http://www.sos.state.tx.us/corp/sosda/index.shtml), the Secretary of State's online filing system, are generally processed within four to eight business hours.

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