Texas LLC filing: the cheapest form in the state is the most expensive one to miss

Every figure on this page comes from the Texas Secretary of State, the Comptroller, or the statutes. Texas is unusual: a high fee to start, no annual fee at all, and one free filing whose consequences for a miss are more severe than any late penalty in the country.

Texas charges nothing for the annual filing and takes your liability shield if you skip it.

Naming the company

A Texas LLC’s name must contain “limited liability company” or “limited company,” or an abbreviation such as “LLC” or “L.L.C.,” and it must be distinguishable in the records of the Secretary of State.

A Texas LLC name must carry an LLC designator and be distinguishable from every name on the state’s records.

You can check availability with the Secretary of State before filing and reserve a name for a fee if you are not ready to form.

Forming the LLC

Formation is a single filing, the Certificate of Formation, Form 205, with the Secretary of State.

A Texas LLC costs $300 to form, one of the higher formation fees in the country.

The $300 filing fee is well above the national middle and above every other state in the priority group except Nevada’s bundled $425. It buys a filing that can be submitted online or by mail. What softens it is the back end: Texas charges no annual report fee, so the ongoing state cost for a typical small LLC is zero, and the three-year total is lower than in most states despite the entry price.

The registered agent

Every Texas LLC must maintain a registered agent with a physical Texas street address who has consented to serve.

A Texas LLC needs a registered agent at a physical Texas address who has actually consented to the role.

A post office box does not qualify. You can serve as your own agent if you have a Texas address, though that puts the address in a public database, or hire a commercial agent for a separate annual fee.

The May 15 filing, and why it is the whole page

Texas has no traditional annual report. Instead, every Texas LLC files with the Comptroller each year, and for most companies both filings cost nothing.

Every Texas LLC files a franchise tax report and a Public Information Report by May 15, and most owe $0.

The franchise tax report is filed as a no-tax-due report when annualized revenue falls below the threshold, which is $2.65 million for the 2026 and 2027 report years. The Public Information Report accompanies it and lists the company’s members and managers, which is the disclosure covered on the structure and cost page. Neither carries a fee for an LLC under the threshold. The obligation does not scale with the tax: a company with $30,000 of revenue and a company with $2 million both file.

What happens if you miss it

This is the part that separates Texas from every other state’s late fee.

A missed Texas filing forfeits the company’s right to do business, its right to sue, and its owners’ protection from its debts.

A $50 late-filing penalty applies even when no tax is owed, with additional percentage penalties and interest if tax was actually due. That is the small part. Continued failure to file leads the Comptroller to forfeit the entity’s privileges, and forfeiture does three things at once. The company loses its right to transact business in Texas. It loses the right to sue or defend in Texas courts, so it cannot enforce its own contracts or collect its own receivables while forfeited. And under Tex. Tax Code § 171.255, each director or officer, which reaches LLC managers and members, becomes personally liable for debts the company incurs during the forfeiture period, measured as if they were partners in a partnership.

Two aggravating details. Reinstating the company does not wipe out the personal liability that accrued while it was forfeited. And a creditor asserting that liability does not need to prove fraud or pierce the veil, which is otherwise nearly impossible in Texas, as the protection page explains. The narrowing rule is that debts arising from agreements and conduct predating the forfeiture count as created before it, so the exposure attaches to obligations genuinely incurred during the window.

Getting back

Reinstatement is available and worth doing quickly, because every day of forfeiture is another day of personal exposure.

Fix a forfeiture fast, because the personal liability accrues for as long as it lasts.

The sequence is to file every missing franchise tax and Public Information Report, pay the tax, penalties, and interest, request a tax clearance letter from the Comptroller, and then file an application for reinstatement with the Secretary of State. The process commonly takes several weeks, and the entity remains forfeited, and its owners exposed, throughout. Confirm the current forms and fees with the Comptroller and the Secretary of State when you file.

Foreign registration and other filings

An LLC formed elsewhere that transacts business in Texas registers with the Secretary of State and then files the same annual Comptroller reports, including the franchise tax report if it has Texas nexus. Confirm the current foreign registration fee, name reservation fee, expedite fee, and registered series filing fee on the Secretary of State’s schedule at the time you file, since those lines change.

The bottom line

Forming a Texas LLC costs $300, one of the higher entry fees, and there is no Secretary of State annual report fee.

Every Texas LLC files a franchise tax report and a Public Information Report with the Comptroller by May 15, at no cost for most LLCs.

The 2026 no-tax-due threshold is $2.65 million in annualized revenue, and filing is required whether or not tax is owed.

Missing the filing brings a $50 penalty, then forfeiture: no right to transact business, no right to sue or defend, and personal liability for owners under § 171.255.

Reinstatement does not erase liability that accrued during forfeiture, so speed matters more than paperwork.

Texas is cheap to maintain and unforgiving about the one deadline it has, so put May 15 on the calendar permanently.

What this page does not cover

This page is the mechanics: fees, forms, and deadlines. How creditors reach you in Texas, including the charging order and the piercing standard, is on the protection page. What the statute lets your company agreement do is on the governance page. The franchise tax rates, series LLCs, and the absence of a transfer tax are on the structure and cost page.

Last verified July 2026.