Bringing a forfeited company back? You need the Comptroller's tax clearance letter (Form 05-377). Closing the company for good? You need a Certificate of Account Status (Form 05-305). They aren't interchangeable, and the SOS will reject a filing that has the wrong one. Tax Code ch. 171 · Request forms: 05-391 (clearance) / 05-359 (account status) · Wait 2–3 business days after any payment.
Official source: Texas ComptrollerLast reviewed: October 30, 2026
Corp USA is not a law firm and does not provide legal advice. Private information and filing service; not a government agency.
Start with the right question.
Company was forfeited and you want to keep operating
Request the clearance letter.
Official source: Texas ComptrollerCompany is active and you want to close it
Request the account-status certificate.
Official source: Texas ComptrollerCompany is forfeited and you want to close it
Request the combined reinstate-and-terminate certificate. It can only be used for that combined filing.
Official source: Texas ComptrollerOut-of-state company already dissolved at home
No certificate is needed to end its Texas registration; settle Texas taxes and send home-state documents.
Official source: Texas ComptrollerYour preparation checklist
- Look up the entity's status and every missing report year in the Comptroller's taxable-entity search.
- File each missing franchise tax report and PIR/OIR.
- Pay tax, penalties and interest; note the payment date.
- Wait 2–3 business days.
- Request the right document in Webfile, or mail the paper form.
- File the document with the SOS form and fee via SOSPortal or mail.
Common trap: A sales-tax permit left open blocks the termination certificate even if franchise tax is clean. Every Comptroller account has to be closed first.
Common trap: Requesting the letter the same day you pay often returns a “not eligible” answer because the payment has not posted.Official source: Texas Comptroller
Before requesting the termination certificate
File all reports, including the final franchise tax report. It covers the period from the day after the last annual report’s accounting period end through a date within 60 days of termination. Pay all tax and close every other Comptroller account before requesting Form 05-305 in Webfile or with Form 05-359.
Certify accurately
The SOS Form 801 reinstatement certification warns that false statements on Chapter 171 documents are a third-degree felony under Tax Code § 171.363. Comptroller assistance: (800) 252-1381.
Texas Tax Clearance Letter vs. Certificate of Account Status checklist
Texas Tax Clearance Letter vs. Certificate of Account Status checklist
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Keep the requirements separate.
| Requirement | Tax clearance letter | Certificate of Account Status (termination) |
|---|---|---|
| Used for | Reinstating after tax forfeiture | Termination, withdrawal or merger |
| Document number | 05-377 | 05-305 |
| Paper request form | 05-391 | 05-359 |
| What must be filed first | Every missing annual franchise tax and information report | All reports plus a final franchise tax report, and every other Comptroller account closed |
| Expiration | Request it close to filing | Good through Dec. 31 of the year issued |
| Goes with SOS form | Reinstatement application (e.g. Form 811 for LLCs) | Certificate of termination (Form 651, $40) |
Carry the decision forward.
Before your next step
Webfile can issue it once the account shows nothing owed; wait 2–3 business days after paying.
Official source: Texas ComptrollerNo, closing requires the Certificate of Account Status.
Official source: Texas ComptrollerYes, on Dec. 31 of the year it was issued.
Official source: Texas ComptrollerNot for tax forfeiture, as long as the entity would otherwise still exist.
Official source: Texas ComptrollerRequest the combined reinstate-and-terminate certificate.
Official source: Texas ComptrollerSources
- Comptroller Reinstating or Terminating a Business
- Comptroller Letter/Certificate menu
- SOS Terminations & Reinstatements FAQs
- SOS Form 801 instructions
- SOS Form 806 fee schedule
Last reviewed: October 30, 2026
Corp USA is not a law firm and does not provide legal advice. Private filing service; not a government agency.