Reinstate a Business in Texas | A Step-by-Step Guide

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Reinstate Texas Business

Running a business or forming an LLC in Texas can be a rewarding yet challenging experience. When operating a business, unforeseen circumstances may arise, leading to the suspension or dissolution of the entity. If your business has been suspended or dissolved in Texas, you do not need to worry. This guide will provide a step-by-step process to Reinstate your Business in Texas and get back on track.

Webinarcare Editorial Team will help you easily reinstate your Texas business. You must be guided by all the factors gathered in this article.

How to Reinstate a Business in Texas

Understanding Dissolution and Suspension

Before diving into the reinstatement process, it’s essential to understand the difference between dissolution and suspension.

Dissolution

Dissolution is the legal termination of a business entity. This can happen voluntarily by the owners or involuntarily by Texas due to non-compliance with state laws and regulations. When a business is dissolved, it must cease all operations and settle outstanding debts and liabilities.

Suspension

The state can suspend a business entity for various reasons, such as failing to file Annual Reports or paying taxes. When a business is suspended, it loses its right to conduct business within Texas, and the owners may be personally liable for any debts or liabilities incurred during the suspension period. Hiring a Registered Agent for your documents to be compliant is very important. You could check out the Best Texas Registered Agent Services in Texas.

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How to Reinstate a Business in Texas

In Texas, reinstating your business needs a lot of preparation, more specifically if it is located in Austin. To be aware and prepared, we have gathered information on the steps to reinstate your Texas business. If it is manageable to Dissolve a Business in Texas, it is also bearable to reinstate your Texas business. Keep in mind that you should follow the mentioned steps below. 

Step 1: Determine the Reason for Suspension or Dissolution

The first step in reinstating your Texas business is determining why it is suspended or dissolved. This information can be found in the notice issued by Texas or by contacting the Texas Secretary of State. Common reasons for suspension or dissolution include:

  • Failure to file Annual Reports
  • Failure to pay taxes or fees
  • Failure to maintain a Registered Agent
  • Non-compliance with state laws and regulations

Step 2: Resolve Outstanding Issues

Once you have identified the reason for your business’s suspension or dissolution, you must resolve the outstanding issues. This may include:

  • Filing any missing Texas Annual Reports and paying associated fees. In Texas, the LLC Annual Reports costs $0 because it is not mandatory while the Corporation Annual Report costs Based on gross annual revenue.
  • Paying any outstanding taxes or fees
  • Appointing or updating your Registered Agent information. 
  • Resolving any non-compliance issues with state laws and regulations

Ensure that you keep records of all payments and documents submitted to the Texas Secretary of State, as you may need to provide proof of compliance during the reinstatement process. We recommend hiring the Best Registered Agent Services if you plan to reinstate your business. This will ensure that your documents are up to date.

It is suggested that you speak with a legal professional before you begin reinstating your Texas business. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC in Texas.

– WEBINARCARE EDITORIAL TEAM

Step 3: Obtain a Certificate of Fact – Status

Certificate of Fact – Status is a document issued by Texas that verifies that your business is in compliance with all state requirements and is authorized to conduct business within the state. Although obtaining a Certificate of Fact – Status is not always required for reinstatement, it can be beneficial in demonstrating your business’s compliance and may expedite the reinstatement process.

To obtain a Certificate of Fact – Status in Texas, you will need to:

Get and Submit the Form

The form is available on the Texas Secretary of State website. You can download the form and mail it or submit it online. 

Online Application Process:
  • Visit the State Website: In Texas, they offer an online portal for business services, which includes the option to request a Certificate of Status.
  • Register an Account: You may need to create an account or log in to your existing account to access the application process.
  • Provide Required Information and Documentation: The online application typically requires basic information about your business, such as the entity name, identification number, and business type. You may also need to upload supporting documents. 
Paper Application Process:
  • Download and Complete the Appropriate Forms: Visit the Texas Secretary of State to download the required application forms for the Certificate of Fact – Status. Complete the forms, ensuring all information is accurate and up-to-date.
  • Provide Required Documentation: In Texas, you may need to include copies of your registration documents, Certificate of Formation, Annual Reports, or other supporting materials.
  • Mail or Deliver the Application: Once you have completed the forms and gathered the necessary documents, mail or deliver the application package to the Secretary of State, P.O. Box 13697, Austin, TX 78711-3697, along with the required fees.
Pay Any Associated Fees

The fees for obtaining a Certificate of Fact – Status cost $15, vary depending on the type of business entity. Some states also offer expedited processing for an additional fee. Check the Texas Secretary of State website for the most up-to-date fee schedule. The Certificate of Fact – Status’s processing time varies from state to state. Also, it depends on the expedited filing as well. It can take a few days to a few months to obtain the Certificate of Fact – Status in Texas.

Provide Proof of Compliance

To prove compliance with state requirements, you must file Annual Reports and pay the necessary taxes.

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Step 4: Submit Reinstatement Application

Once you have resolved all outstanding issues and obtained a Certificate of Fact – Status, you can submit your reinstatement application to the Texas’s Secretary of State. The reinstatement application process may vary depending on the state and the type of business entity (corporation, LLC, etc.).

In general, the reinstatement application process will require:

  • Completing a reinstatement application form is typically found on the Texas Secretary of State’s website.
  • Providing proof of compliance with state requirements, such as filing Annual Reports, paying taxes, and maintaining a Registered Agent.
  • Pay the reinstatement fee in Texas. The cost of the reinstatement fee amounts to $75. However, the cost will vary depending on the length of time your Texas business has been suspended or dissolved.

Step 5: Wait for Approval

After submitting your reinstatement application and all required documentation, you must await approval from the Texas’s Secretary of State. The processing time for reinstatement applications can vary depending on the Texas and the complexity of your case. Being patient and prepared to provide any additional information or documentation requested by Texas during this time is essential.

Step 6: Notify Creditors and Stakeholders

Once your business has been reinstated, you must notify creditors and stakeholders of your business’s renewed status. This may include:

  • Sending a formal letter to creditors and stakeholders informing them of the reinstatement.
  • Updating your Texas business’s website and social media accounts to reflect the reinstated status.
  • Informing any relevant licensing or regulatory agencies of the reinstatement.

Step 7: Resume Business Operations

After your Texas business has been reinstated and all relevant parties have been notified, you can resume your business operations. Be sure to maintain compliance with state laws and regulations moving forward to avoid future suspensions or dissolutions.

Reinstating or Creating a New Business?

Whether to reinstate a business or start a new one from scratch depends on several factors specific to your situation. Here are some points to consider when making your decision:

  • Costs: The costs of reinstating and starting a new business can vary significantly. Reinstating a business may involve paying outstanding taxes, fees, and penalties while starting a new business requires registration fees and potential legal costs. Compare both options’ costs to determine which is more financially viable.
  • Business History and Reputation: If your previous business has a strong reputation and established customer base, reinstating it may be more beneficial than starting from scratch. On the other hand, if your Texas business has a negative history or unresolved legal issues, start fresh with a new business.
  • Time and Effort: Reinstating a business can be a time-consuming process, as you need to resolve outstanding issues, submit a reinstatement application, and wait for approval. Starting a new Texas business may be faster, as you can register the business and begin operations relatively quickly. Consider which option is more time-efficient based on your situation.
  • Legal and Regulatory Compliance: If your previous Texas business was suspended or dissolved due to non-compliance with state laws and regulations, you should carefully evaluate whether you can maintain compliance if the business is reinstated. If you are confident in your ability to comply with requirements, reinstating the business might be a good option. However, starting a new Texas business might be a better choice if you still determine your ability to maintain compliance.

Ultimately, deciding to reinstate a business or start a new one from scratch depends on your circumstances and goals. Consider the abovementioned factors, consult with professionals such as Texas Business Attorneys and accountants, and evaluate which option best suits your needs and long-term business objectives.

FAQs

Where can I locate the reinstatement form for my Texas business?
You can locate the reinstatement form for your Texas business on the Texas Secretary of State’s website.
How much does it cost to reinstate a Texas business?
The cost to reinstate a Texas business varies depending on the type of business you have and how long it has been inactive.
What are the requirements for reinstating a Texas business?
To reinstate a Texas business, you must pay any outstanding fees or taxes owed to the state.
What is the penalty for failing to file annual reports for a Texas business?
The penalty for failing to file annual reports for a Texas business is usually $25 per year for each year missed.
Can a revoked Texas business be reinstated?
Yes, a revoked Texas business can be reinstated by filing the appropriate forms and paying the necessary fees.
How can I verify that my Texas business has been reinstated?
You can verify that your Texas business has been reinstated by checking its status on the Texas Secretary of State’s website.
Does reinstating a Texas business require a new EIN number?
No, reinstating a Texas business usually does not require a new EIN number.
What if my Texas business does not owe any money to the state, but was administratively dissolved?
If your Texas business does not owe any money to the state, but was administratively dissolved, you can file an application for reinstatement with the Texas Secretary of State.
Can a Texas business that was voluntarily dissolved be reinstated?
Yes, a Texas business that was voluntarily dissolved can be reinstated.
When should I file for reinstatement of my Texas business?
You should file for reinstatement of your Texas business as soon as possible after it has been administratively dissolved.
Does my Texas business need a registered agent to file for reinstatement?
Yes, your Texas business needs a registered agent to file for reinstatement.
What happens to my Texas business after it has been administratively dissolved?
After a Texas business has been administratively dissolved, it is no longer a recognized entity in the state.
Will my Texas business be required to pay additional taxes upon reinstatement?
No, your Texas business will not be required to pay additional taxes upon reinstatement.
Can I still operate my Texas business while it is being reinstated?
No, a Texas business cannot operate while it is in a state of administrative dissolution.
How long can a Texas business remain administratively dissolved before it is terminated?
A Texas business can remain administratively dissolved for up to five years before it is terminated.
Can a Texas business in bankruptcy be reinstated?
Yes, a Texas business in bankruptcy can be reinstated if it meets the requirements for reinstatement.
Are there any exceptions to the reinstatement requirements for Texas professional associations?
Yes, there are certain exceptions to the reinstatement requirements for Texas professional associations.
What is the process for a Texas LLC to reinstate the business?
The process for a Texas LLC to reinstate the business involves filing the appropriate forms with the Texas Secretary of State and paying any outstanding fees.
What is the process for a Texas corporation to reinstate the business?
The process for a Texas corporation to reinstate the business involves filing the appropriate forms with the Texas Secretary of State and paying any outstanding fees.
Can I plate my car with a suspended Texas business name?
No, you cannot plate your car with a suspended Texas business name, even if you are the sole proprietor.
Will revoking my D/B/A affect my Texas business?
Revoking your D/B/A will affect your Texas business if it is a sole proprietorship.
Can I file for reinstatement of my Texas business if I change my mind after dissolving it?
Yes, you can file for reinstatement of your Texas business if you change your mind after dissolving it.
How do I obtain a copy of my Texas business’ reinstatement papers?
You can obtain a copy of your Texas business’ reinstatement papers by requesting them from the Texas Secretary of State.
Does my Texas business need to submit new formation documents upon reinstatement?
No, your Texas business usually does not need to submit new formation documents upon reinstatement.
Can I reinstate my Texas business if I have moved out of the state?
Yes, you can reinstate your Texas business even if you have moved out of the state.
How can I reinstate my Texas business?
You can reinstate your Texas business by filing the appropriate forms and paying the necessary fees with the Texas Secretary of State.
What happens if I fail to renew my Texas business registration?
Your Texas business will be administratively dissolved if you fail to renew your registration on time.
Can I reinstate my Texas business if it has been voluntarily or involuntarily terminated?
Yes, you can file the necessary paperwork and fees to have your Texas business reinstated following voluntary or involuntary termination.
What is the fee for reinstating a Texas business?
The fee for reinstating a Texas business depends on the type of business and the reason for dissolution.
How long does it take for a Texas business to be reinstated?
It typically takes 10-15 business days for a Texas business to be reinstated after the necessary paperwork and fees have been submitted.
Can I convert my Texas business to a different entity type during reinstatement?
Yes, you can convert your Texas business to a different entity type during reinstatement if you choose.
Can I reinstate my Texas business without paying back taxes?
No, you must pay any outstanding taxes or fees to reinstate your Texas business.
Will I receive confirmation once my Texas business has been reinstated?
Yes, you will receive confirmation from the Texas Secretary of State once your business has been reinstated.
What causes a Texas business to be involuntarily dissolved?
A Texas business can be involuntarily dissolved for reasons such as failure to pay taxes or fees, failure to file with the state, or failure to maintain a registered agent.
Can I still conduct business with a Texas business that has been dissolved?
No, you cannot conduct business with a Texas business that has been dissolved.
How long do I have to reinstate my Texas business before it is permanently dissolved?
Your Texas business will be permanently dissolved if you do not reinstate it within five years.
What should I do if I have trouble reinstating my Texas business?
If you have trouble reinstating your Texas business, you can contact the Texas Secretary of State for assistance.
Can I reinstate my Texas business if it was dissolved due to bankruptcy?
Yes, you can reinstate your Texas business following bankruptcy as long as you meet the necessary requirements.
What documents do I need to submit to reinstate my Texas business?
You will need to submit a written request for reinstatement along with any necessary forms or documentation requested by the Texas Secretary of State.
Can I reinstate my Texas business if I am no longer the original owner?
Yes, you can reinstate your Texas business even if you are no longer the original owner.
Can I operate my Texas business while it is in the reinstatement process?
No, you cannot operate your Texas business until it has been formally reinstated.
Can I reinstate my Texas business if it has been administratively suspended?
Yes, you can reinstate your Texas business if it has been administratively suspended for reasons such as failure to file with the state.
Do I need to have a registered agent to reinstate my Texas business?
Yes, you must have a registered agent to reinstate your Texas business.
Can I reinstate my Texas business if I filed for voluntary dissolution?
Yes, you can file for reinstatement after a voluntary dissolution as long as you meet the necessary requirements.
How do I find out why my Texas business was dissolved?
You can contact the Texas Secretary of State to find out why your Texas business was dissolved.
Can I use the same business name after I reinstate my Texas business?
Yes, you can use the same business name after reinstatement as long as the name is still available.
What is the difference between administrative dissolution and judicial dissolution in Texas?
An administrative dissolution is a result of a failure to meet the requirements set forth by the Texas Secretary of State, whereas a judicial dissolution is typically a result of legal action.
Can I reinstate my Texas business if I am behind on my loan payments?
Yes, you can reinstate your Texas business as long as you meet all the necessary requirements including paying back any outstanding debts and complying with state regulations.
Is there a penalty for reinstating my Texas business after it has been dissolved?
There may be additional fees or penalties for reinstating your Texas business after it has been dissolved.
How can I ensure that my Texas business does not get dissolved again?
You can ensure that your Texas business does not get dissolved again by maintaining compliance with state regulations and filing required paperwork in a timely manner.
What is required to properly dissolve my Texas business?
To properly dissolve your Texas business, you must file a Certificate of Termination with the Texas Secretary of State.
Can I simplify the reinstatement process if I hire an attorney to assist me?
Yes, hiring an attorney can often help simplify the reinstatement process for your Texas business.

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Conclusion

Reinstating a business in Texas can be complex and time-consuming. However, following the steps outlined in this guide, you can successfully reinstate your business and resume operations. Remember to stay diligent in maintaining compliance with state laws and regulations to avoid future issues and ensure the continued success of your business.

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