Texas LLC Annual Compliance: Franchise Tax, PIR, and BOI

By MercConsulting · Published 2026-07-18

A plain-English calendar for Texas LLC franchise tax, the Public Information Report, and BOI reporting — what's due, what changed, and what happens if you miss it.

A Texas LLC's core annual state obligation is the Texas franchise tax report, filed with the Comptroller by May 15 each year, plus a Public Information Report listing your managers or members whether you owe tax or not. Most small LLCs owe zero franchise tax because their revenue falls under the no-tax-due threshold, but the Public Information Report is still mandatory even at zero revenue. Beyond that, you're expected to keep a registered agent on file, renew any required licenses, and — at the federal level — confirm your current Beneficial Ownership Information (BOI) status with FinCEN, since that requirement changed substantially in 2025. Skip the state filings and Texas will eventually forfeit your LLC's legal standing, one of the more preventable ways an owner loses the liability protection the LLC was formed to provide.

The confusion usually comes from owners hearing three unrelated things — "franchise tax," "PIR," "BOI report" — from three different sources, and not knowing which are state, which are federal, or which one just changed. This article separates them and ends with a calendar you can check once a year and be done.

I thought forming the LLC was the finish line. Nobody told me there's a filing due every single year just to keep it alive — and that missing it doesn't mean a late fee, it means the state can shut the whole thing down.

The Short Answer: What a Texas LLC Actually Owes Each Year

Strip away the acronyms and it comes down to a short list:

• Franchise tax report + Public Information Report — due May 15 every year, filed with the Comptroller, required even if you owe zero tax.
• Registered agent maintenance — a continuously valid Texas street address and agent on file with the Secretary of State.
• Licenses and permits — sales tax permit filings (if you sell taxable goods or services), professional or occupational licenses, and any city or county permits tied to your business.
• BOI status check — a federal, situational item under the Corporate Transparency Act; most U.S.-formed companies are currently exempt, but you should verify, not assume.
• Internal records — an up-to-date operating agreement and membership records, which aren't filed anywhere but matter enormously if your LLC is ever challenged.

If you just formed your entity, it's worth reviewing how to form an LLC in Texas step by step and the first-30-days checklist — a lot of first-year compliance mistakes trace back to a gap in that initial setup.

Texas Franchise Tax: Thresholds, Reports, and Who Really Pays

Texas doesn't have a corporate income tax, but it does have a franchise tax — a privilege tax for the right to do business as an entity in the state. Every LLC formed or registered in Texas owes an annual franchise tax report, but "owing a report" and "owing tax" are different things.

Texas exempts entities below a "no tax due" revenue threshold from actually paying anything. That threshold is adjusted periodically — for the 2024 report year the Comptroller raised it to $2.47 million in annualized total revenue. Treat any dollar figure you read, including this one, as a starting point and confirm the current-year threshold on the Texas Comptroller's website before you file.

Entities above the threshold calculate tax using either the E-Z computation or the standard method, applied to margin — a defined measure of revenue, not gross receipts and not net profit. Most small owner-operated LLCs never get near this calculation, but you don't get to skip the filing just because you're confident you'll owe nothing.

The Public Information Report: The Filing Everyone Forgets

The Public Information Report (PIR) trips up more owners than the tax itself, precisely because it feels redundant. If you owe no franchise tax, it's easy to assume there's nothing left to do. There is: the PIR lists your LLC's managers or members, principal office address, and registered agent, due on the same May 15 deadline, filed through the Comptroller's webfile system alongside (or instead of) the tax report.

The PIR exists independently of your tax liability. A brand-new LLC with zero revenue still owes one, and so does an LLC that's been dormant for years but never formally dissolved. Skipping it carries the same consequence as skipping the tax report itself.

BOI Reporting Under the CTA: What Changed and How to Verify Current Rules

Beneficial Ownership Information (BOI) reporting is a federal requirement, separate from anything Texas administers, and it's the item that's caused the most owner confusion over the past couple of years. The Corporate Transparency Act originally required most small U.S. entities, LLCs included, to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN).

That scope changed materially in 2025. Following an interim final rule from FinCEN, the requirement was narrowed to foreign reporting companies — entities formed under the law of another country and registered to do business in the U.S. — while domestic, U.S.-formed companies and U.S. persons acting as beneficial owners are generally no longer required to file. If your LLC was formed in Texas by U.S. owners, there's a good chance the current rule doesn't apply to you.

Treat this as "verify, don't assume" rather than a settled fact: this rule has moved through litigation, injunctions, and revisions in a short window, and what's accurate today may not describe next year's version — blog posts, this one included, age. Before concluding you're exempt, especially with any foreign ownership or cross-jurisdiction holding structure, check FinCEN's official site directly or confirm with counsel.

Registered Agent, Licenses, and Records: The Quiet Annual Items

Three things don't come with a due date stamped on a form, which is exactly why they get neglected.

Registered agent. Texas requires every LLC to maintain a registered agent with a physical Texas street address at all times, not just at formation. If your agent resigns or moves and you don't update it with the Secretary of State, you risk missing service of process — including lawsuit notices — without knowing it. See registered agents in Texas: what owners need to know for what a lapse actually costs you.

Licenses and permits. A Texas sales tax permit has its own filing frequency — monthly, quarterly, or annually, assigned by the Comptroller — that runs independently of your franchise tax report. Professional and occupational licenses, contractor registrations, and alcohol permits carry their own renewal cycles and fees, and city or county permits tied to your physical location follow local calendars entirely separate from the state's.

Records. Nobody files your operating agreement or membership updates with the state, which is exactly why they drift. If ownership shifted, a member exited, or you never formalized who holds what, that gap becomes a real problem the moment there's a dispute, a sale, or a lender asking questions. It's the kind of quiet risk our consulting relationships are built to catch before it turns into one.

Your 12-Month Compliance Calendar

Rather than track twelve separate dates, most owners find it easier to think in quarters:

What Happens When You Miss a Deadline — and How to Reinstate

Missing the May 15 deadline doesn't shut anything down immediately, but it starts a clock. Penalties and interest begin accruing on any unpaid tax right away. If the report and any tax owed stay unresolved, the Comptroller forfeits the LLC's right to transact business in Texas — the entity loses the ability to sue or defend itself in Texas courts, and members can lose the liability shield the LLC was formed to provide. Continued neglect lets the Secretary of State terminate the LLC outright, a more serious status than a Comptroller forfeiture.

Reinstating is mechanical, if a little bureaucratic:

Texas gives owners a window to reinstate without losing their entity name to someone else, but it isn't indefinite, and the longer a forfeiture sits, the more exposed the members are personally. Treat a lapsed filing as something to fix this week, not this quarter.

Frequently Asked Questions

Does a Texas LLC have to file an annual report?

Texas doesn't use the "annual report to the Secretary of State" model many other states use. Instead, every Texas LLC files a Franchise Tax Report and Public Information Report with the Comptroller by May 15, regardless of profit, loss, or revenue.

Do I owe Texas franchise tax if my LLC made no money?

No tax is owed if your annualized total revenue is at or below the Comptroller's no-tax-due threshold. You still must file the Public Information Report every year even when no tax is due.

Do U.S. companies still have to file a BOI report with FinCEN?

As of the 2025 rule change, most U.S.-formed companies and U.S. persons are no longer required to file BOI reports; the requirement now centers on foreign reporting companies registered to do business in the U.S. This rule has changed more than once, so confirm your specific status directly at FinCEN.gov.

What happens if I miss the Texas franchise tax deadline?

Penalties and interest begin accruing on any unpaid tax immediately, and continued non-filing leads the Comptroller to forfeit your LLC's right to transact business in Texas. Left unresolved, the Secretary of State can involuntarily terminate the entity altogether.

How do I reinstate a forfeited Texas LLC?

File every delinquent franchise tax report and Public Information Report, pay all outstanding tax, penalty, and interest, obtain a Certificate of Account Status from the Comptroller if the entity was terminated, and file a Certificate of Reinstatement with the Secretary of State along with the required fee.

This article is for educational purposes only and is not legal, tax, or investment advice. Consult qualified professionals about your specific situation.