Form 811 – Certificate of Reinstatement

Jurisdiction: Country: The United States | Province/State: Texas

What is a Form 811 – Certificate of Reinstatement?

Form 811 is the filing you use to restore a Texas entity that the Secretary of State administratively ended or a foreign entity whose Texas registration the Secretary of State revoked. It asks the state to return the entity to active status once you fix the issue that caused the termination or revocation. After acceptance, the Secretary of State issues a Certificate of Reinstatement and updates the public record.

You use this form when you want your company’s legal status in Texas restored. You also use it when you need to reinstate a foreign entity’s authority to do business in Texas after revocation. The form is short, but the work behind it matters. You must cure the reason for termination or revocation before filing.

Who typically uses this form?

Owners, managing members, corporate officers, general partners, in-house counsel, outside counsel, and registered agent service providers. Accountants and firm administrators also handle it when a missed filing or tax issue causes the shutdown.

Why might you need this form?

Because loss of status has real consequences, when the Secretary of State terminates a domestic entity or revokes a foreign entity’s registration, you lose the legal capacity to transact in Texas. Banks can freeze changes on accounts. Landlords may refuse lease assignments. You may not be able to close a financing or a sale. You can also face higher risk exposure. In some tax forfeiture situations, certain owners or officers may become personally liable for debts incurred during the forfeiture period. Reinstatement is the step that restores your authority to do business in Texas and puts you back in good standing with the Secretary of State.

Typical usage scenarios

• Your Texas LLC was involuntarily terminated after your registered agent resigned, and you did not name a new agent in time. You appoint a new agent and file Form 811 to reinstate.
• Your nonprofit corporation missed a periodic report with the Secretary of State and got terminated. You file the overdue report and Form 811 to restore active status.
• The Comptroller forfeited your entity for franchise tax issues. You resolve the taxes and obtain a tax clearance certificate for reinstatement. You then file Form 811 with that clearance to complete the reinstatement.
• Your out-of-state corporation lost its Texas registration because the registered agent information became invalid. You update the agent and use Form 811 to reinstate the foreign registration.
• You discover your entity shows “terminated” in a deal’s diligence checks. You cure the issue and file Form 811 so the deal can proceed.

In short, Form 811 is the Secretary of State’s vehicle to reverse an administrative end or revocation after you fix the problem. It does not create a new entity. It restores the status of the existing one.

When Would You Use a Form 811 – Certificate of Reinstatement?

You use Form 811 when the state has already taken action against your entity’s status, and you want it reversed. Think about practical triggers you may encounter in daily operations.

You try to file an amendment or a merger, and the filing is rejected because the entity is not active. You need reinstatement before you can file new transactions. You received notice that your registered agent resigned, and you missed the replacement deadline, so the entity was terminated. You line up a new agent and file Form 811 to bring the entity back.

You are a landlord’s counsel reviewing a tenant’s standing for a consent to sublease. The tenant’s LLC appears as “forfeited” for franchise tax reasons. The tenant must clear taxes with the Comptroller and file Form 811 before you will approve the consent. You are a lender closing a secured facility, and the borrower’s Texas corporation shows “revoked” as a foreign registrant. You require reinstatement via Form 811 before funding.

You are a nonprofit that missed a periodic report to the Secretary of State. A grant maker asks for proof of good standing. You file the overdue report and Form 811 to reinstate, then deliver the restored status.

You are litigating a contract claim. Your Texas entity’s status is inactive, and the opposing party challenges your capacity to sue. You address the root cause and file Form 811 to reinstate your capacity before the court deadline.

You are selling your company. The buyer’s diligence team flags a gap where the entity was inactive for several months. You reinstate with Form 811, cure the gap, and provide the Certificate of Reinstatement to the buyer.

You also use Form 811 when you intend to wrap up in Texas the right way. If your registration was revoked but you want to withdraw properly, you first reinstate so you can file a voluntary termination or withdrawal on clean terms.

Both domestic Texas filing entities and foreign filing entities in Texas use this form. Domestic entities include corporations, LLCs, professional entities, limited partnerships, and nonprofit corporations. Foreign entities use it to reinstate a revoked Texas registration. In all cases, you file Form 811 only after correcting the underlying issue.

Legal Characteristics of the Form 811 – Certificate of Reinstatement

Form 811 is legally effective because Texas law authorizes the Secretary of State to reinstate administratively ended entities and to restore revoked foreign registrations when statutory conditions are met. The filing is not a contract; it is a statutory submission. When accepted, the Secretary of State issues a Certificate of Reinstatement. That certificate is official proof that the entity again holds active status in Texas.

Enforceability rests on two pillars. First, the form requires you to certify that you have eliminated the grounds for termination or revocation. That includes naming a registered agent and office, filing overdue reports, and, if applicable, obtaining tax clearance from the Comptroller. Second, the Secretary of State reviews the filing against the record. If the public record still shows an unresolved ground, the filing will be rejected. Acceptance shows the Secretary of State verified compliance.

Reinstatement typically relates back. In practice, that means the entity’s existence or registration is treated as though it had not ended for many purposes once reinstated. Relation back has limits. Reinstatement does not erase penalties or interest. It does not undo rights that third parties acquired during the inactive period. If the entity’s name became available and another entity adopted it, you may need to amend your legal name or adopt an assumed name to operate in Texas.

Reinstatement does not cleanse personal liability that may have attached during a forfeiture period under tax statutes. If managers or officers incurred debts during a forfeiture window that triggers personal exposure, reinstatement will not retroactively remove that exposure. You should address those risks separately.

The form itself does not need a notary. It must be signed by an authorized person, such as a corporate officer, LLC manager or member, general partner, or an attorney-in-fact. The signature certifies the truth of the statements. Filing false statements carries civil or criminal exposure.

Do not view reinstatement as a substitute for ongoing compliance. The Secretary of State can terminate you again if you fail to maintain a registered agent and office or if you ignore required reports. Likewise, resolving franchise taxes with the Comptroller is separate. The Secretary of State will not reinstate you for a tax-based forfeiture without appropriate tax clearance. Even after reinstatement, you must continue to file franchise tax and information reports as required. Reinstatement affects legal status, not your tax account.

Finally, timing can matter. Some reinstatements are time-sensitive under Texas law. Act promptly once you learn of the termination or revocation. If a statutory window applies to your situation and expires, you may lose the ability to reinstate and may need to form a new entity or re-register from scratch.

How to Fill Out a Form 811 – Certificate of Reinstatement

Follow these steps to complete the form correctly the first time. Build in time to cure the underlying issue before you file.

1) Confirm eligibility and cause

• Look up the entity’s status and note the exact reason for termination or revocation. Common reasons include failure to maintain a registered agent or office, failure to file a required periodic report, or forfeiture for franchise tax issues.
• If the entity was forfeited for franchise taxes, resolve the tax delinquency with the Comptroller and obtain a tax clearance certificate for reinstatement. You will need to attach that certificate.
• If a registered agent resigns or the registered office becomes invalid, line up a new registered agent and confirm their consent to serve.
• If you missed a periodic report required by the Secretary of State, complete that report. Have it ready to file with or before your Form 811.

2) Gather core information

• Exact legal name of the entity as it appears on the Secretary of State’s record at the time of termination or revocation.
• Texas Secretary of State file number.
• Entity type (corporation, LLC, nonprofit corporation, professional entity, limited partnership, etc.).
• Domestic or foreign status, and if foreign, the jurisdiction of formation.
• Date of termination or revocation, if known.
• Current principal office address.
• Registered agent name and registered office street address in Texas. A Texas street address is required for the registered office.

If the entity’s legal name is no longer available in Texas, decide how you will address it. You can change the legal name by filing a certificate of amendment, or you can adopt an assumed name. You may file the amendment with your reinstatement or shortly after, depending on your situation.

3) Complete the entity identification section

• Enter the exact legal name and the Texas Secretary of State file number. Avoid abbreviations or punctuation changes that do not match the record.
• Select the entity type from the options on the form.
• If the entity is foreign, provide the jurisdiction of formation.

4) State the grounds for reinstatement and certify cure

• The form requires a statement that the grounds for termination or revocation have been eliminated. Check the appropriate box or insert the required certification language.
• If the issue was registered agent or office, provide the new agent and office information on the form. Include the consent statement. Texas requires that the agent have consented to serve. Your signature certifies that consent.
• If the issue was a missed periodic report to the Secretary of State, attach the signed report with the reinstatement filing or file it as the Secretary of State instructs.
• If the issue was franchise tax forfeiture, attach the Comptroller’s certificate of account status for reinstatement (tax clearance). Without it, the Secretary of State will not reinstate.

5) Provide registered agent and office details

• Name a qualified Texas registered agent. This can be an individual Texas resident or an organization authorized to do business in Texas.
• Provide a Texas street address for the registered office. Do not use a P.O. Box. If the agent’s business offers a suite number, include it.
• Include the consent statement printed on the form. Ensure your agent has actually agreed to serve.

6) Address name availability, if applicable

• If your legal name conflicts with an existing Texas name due to the time your entity was inactive, you must resolve it.
• You can file a certificate of amendment to adopt a new legal name that is available, or file an assumed name certificate so you can continue using your legacy brand in Texas. Choose the route that fits your broader branding and legal plan.
• If you are changing the legal name, prepare the amendment and file it with or after reinstatement, as allowed. Coordinate steps so both filings are accepted.

7) Attach required documents

• Tax clearance certificate for reinstatement (if the termination stemmed from franchise tax forfeiture).
• Overdue periodic report, if that caused the shutdown.
• Certificate of amendment for a legal name change, if needed.
• Any internal resolutions that your bank or counterparty requires you to provide, if relevant. These are not usually required by the Secretary of State, but can help you run your post-reinstatement tasks without delay.

8) Sign the form

• The form must be signed by a person with authority. For a corporation, an officer signs. For an LLC, a manager or member signs, depending on your governing documents. For a limited partnership, a general partner signs. For a nonprofit corporation, an officer or director can sign.
• An attorney-in-fact may sign if you have a valid power of attorney. Keep the power of attorney in your records in case the Secretary of State requests it.
• Print the signer’s name and title. Date the form. Texas does not require notarization for this filing.

9) Pay the filing fee and submit

• Prepare the filing fee. Payment methods vary by submission channel. Plan for any convenience or card fees if you file electronically.
• Submit the form to the Secretary of State. You can file online, by mail, or in person. If time is tight, use an expedited option if available. Include any required cover sheet or payment form for mail or hand delivery.
• Keep a complete copy of everything you submit, including attachments and payment proof.

10) Track acceptance and obtain proof

• Monitor the status after submission. If the Secretary of State needs corrections, respond quickly.
• When accepted, obtain the Certificate of Reinstatement. Save it with your minute book and share it with your bank, auditors, and deal teams as needed.
• Verify the public record reflects an active status and the correct registered agent and office.

11) Complete your post-reinstatement tasks

• Update your bank, landlord, insurance carriers, and key counterparties with your reinstated status.
• If you changed your registered agent, update internal calendars and compliance contacts.
• Confirm your franchise tax and information report filings are current with the Comptroller. Reinstatement does not resolve ongoing tax duties.
• If you operate under an assumed name, make sure your assumed name filings are current.

12) Avoid common errors

• Do not file before curing the root cause. Filing without a tax clearance when required will be rejected.
• Do not list a P.O. Box as the registered office. Use a Texas street address.
• Do not use an agent who has not consented. Confirm consent before signing.
• Do not let an unauthorized person sign. Use an officer, manager, member, general partner, or an attorney-in-fact.
• Do not ignore name conflicts. Address them with an amendment or an assumed name filing.
• Do not assume reinstatement erases penalties or personal liability that may have attached. It restores status, not past compliance.

Real-world example

Your Texas LLC was terminated because your registered agent resigned. You hire a new commercial registered agent. You complete Form 811, naming the new agent and office, and certify that the grounds for termination have been eliminated. You sign as the manager, include the fee, and file. The Secretary of State accepts the filing and issues a Certificate of Reinstatement. Your status reflects “active,” and you can proceed with your pending contract assignment.

Another example: Your foreign Delaware corporation lost its Texas registration for failure to maintain a registered agent. You appoint a new Texas agent and complete Form 811. You certify you have cured the defect. You file and receive a Certificate of Reinstatement. Your Texas authority is restored, and you can close your Texas asset purchase.

One more example: Your Texas corporation was forfeited for franchise tax delinquency. You work with the Comptroller, file past due reports, pay taxes and penalties, and obtain a tax clearance certificate for reinstatement. You attach that certificate to Form 811 and file with the Secretary of State. After acceptance, your entity is active again. You then calendar future tax due dates so you do not repeat the cycle.

Your goal is simple: cure the issue, complete Form 811 accurately, and file with the Secretary of State. Do that, and you will get your entity back to active status so you can operate without disruption.

Legal Terms You Might Encounter

• Reinstatement means bringing your entity back to active status. You use this form to request that change. You confirm that you fixed the issues that caused the loss of status.
• Involuntary termination is when the state ends your entity by law. It can happen for missed filings or other failures. This form asks the state to undo that termination.
• Forfeiture of corporate privileges is a tax-based loss of rights. Your entity loses the right to transact business in Texas. Reinstatement requires proof that tax issues are cleared.
• Registration revocation applies to foreign entities. The state ends your right to do business in Texas. This form can restore your registration after you cure the problem.
• Good standing means your entity meets state requirements. That includes filings, taxes, and fees. Reinstatement helps you return to good standing.
• Registered agent is the person or company that accepts legal papers. The registered office is the street address for service. You confirm or update this information during or after reinstatement.
• Tax clearance is proof that your tax account is current. The state tax office issues it for reinstatement. You must have clearance before the filing office will restore status.
• Effective date tells you when reinstatement takes effect. It often relates back to the date of termination. That can help validate actions taken during the gap.
• Assumed name is a public name different from your legal name. If your original name is taken, you may need an assumed name. You may also file a name change instead.
• Governing person is the individual with the authority to act. Examples include a director, manager, officer, or general partner. The signer on this form must be a governing person or authorized agent.
• File number is the number assigned to your entity by the state. It appears on your public record. Include it on the form to avoid delays.
• Primary address is your principal business address. It is not the registered office. Keep both addresses current to receive state notices.

FAQs

Do you need tax clearance before you file this form?

Yes. You must resolve all past due returns and balances first. The filing office cannot reinstate without tax clearance. Request clearance early, since processing takes time.

Do you need to update your registered agent during reinstatement?

You can reinstate without changing your agent. But verify the agent and address on file are still valid. If they changed, file an update before or immediately after reinstatement.

Do you get your original entity name back automatically?

Not always. If another entity took your name during the gap, you cannot use it. You must amend your name or adopt an assumed name to proceed.

How long does reinstatement take?

Timing varies by clearance and review. Tax clearance is often the slowest step. Once the filing office has clearance and your form, the review is usually fast.

Who can sign the Certificate of Reinstatement?

A governing person or authorized agent should sign. The signer must be able to bind the entity. Use the same title that the public record shows whenever possible.

Does reinstatement relate back to the termination date?

Often, yes. Relation-back can validate actions taken during the gap. It does not erase penalties or unpaid amounts. It also does not fix separate compliance failures.

Can you use this form after a voluntary winding up?

No. This form addresses involuntary loss of status. If you voluntarily ended the entity, this form is not the fix. You would form a new entity or pursue another path.

Do you need to refile other overdue reports?

Yes. Reinstatement requires you to catch up on missing filings. That includes tax reports and any periodic reports. Bring all accounts current to avoid another forfeiture.

Can you change the entity’s name on this form?

The form itself focuses on reinstatement. If a name change is required, you will need an amendment. You can file that with or immediately after reinstatement.

What if you no longer have access to old records?

Start with your public record and tax accounts. Rebuild basic information from those sources. Keep a binder with all new filings going forward.

Checklist: Before, During, and After the Form 811 – Certificate of Reinstatement

Before signing

• Confirm your Texas file number and exact legal name.
• Identify the event that ended your status. Note the date.
• Resolve all past due tax returns and balances.
• Request tax clearance from the state tax office.
• Check name availability if your name may be taken.
• Decide whether you need a name change or an assumed name.
• Verify the registered agent and registered office on record.
• Gather the principal office address and mailing address.
• List current governing persons and their titles.
• Choose a signer with authority to bind the entity.
• Prepare payment for the filing fee.
• If you are a foreign entity, confirm home-jurisdiction status.
• Draft any needed internal authorizations or resolutions.
• Set a compliance calendar for all future due dates.

During signing

• Use the exact legal name as shown on the record.
• Enter the Texas file number accurately.
• Check the correct box for termination or forfeiture type.
• Confirm the entity type matches the original formation.
• Review the principal office and mailing addresses.
• Verify registered agent details remain correct.
• Affirm that all taxes and reports are current.
• Ensure the tax clearance request is in process or complete.
• Make sure the signer’s title is accurate and consistent.
• Use ink that scans clearly and avoid stray marks.
• Attach any required amendments if a name change is needed.
• Calculate the fee and complete payment information.
• Review the form for initials, dates, and any notary needs.
• Keep a copy of the signed form for your records.

After signing

• Submit the form with the fee to the filing office.
• Confirm that tax clearance is on file or will be delivered.
• Track the filing until you receive evidence of reinstatement.
• Save the file-stamped copy or certificate in your minute book.
• Update internal records and your compliance calendar.
• Notify partners, clients, and other stakeholders of your status.
• Update licenses, permits, and any professional registrations.
• Validate your registered agent and office in public records.
• If your old name was unavailable, use the new name consistently.
• Notify banks, insurers, and vendors of your reinstatement.
• Reopen or update online accounts tied to your entity.
• Keep proof of reinstatement handy for contract renewals.

Common Mistakes to Avoid Form 811 – Certificate of Reinstatement

Not securing tax clearance first.

• Don’t forget to clear taxes before filing. Without clearance, reinstatement will stall. You lose time and risk another cycle of notices.

Using the wrong entity name or file number.

• A small mismatch can cause rejection. Double-check your public record. Delays here are avoidable and costly.

Assuming your old name is still available.

• Names can be taken during the gap. Confirm availability. Otherwise, your filing can be placed on hold.

Signing without proper authority.

• The wrong signer can invalidate the filing. Confirm the signer’s title and authority. Rejections add weeks to your timeline.

Ignoring outdated registered agent information.

• Bad agent details block legal notices. Verify and update immediately. Missed notices can trigger new penalties.

Believing reinstatement fixes everything retroactively.

• Relation-back helps, but it is not a cure-all. Penalties and separate violations remain. Address each compliance gap promptly.

What to Do After Filling Out the Form 811 – Certificate of Reinstatement

1. Submit the signed form with the required fee. Ensure the tax clearance is sent or already on file. Keep proof of delivery and payment.
2. Wait for confirmation of reinstatement. The filing office will issue a filed instrument or certificate. Store it with your formation documents.
3. If your original name is unavailable, file a name change or assumed name. Update your records and external materials. Use the new name in all contracts and invoices.
4. Check your registered agent and office data. File a change if that information is outdated. You must be able to receive service of process.
5. Bring all other filings current. That includes periodic reports and any past due statements. Confirm your public record reflects the correct governing persons.
6. Notify key stakeholders. Share proof of status with customers and vendors. Confirm you meet onboarding requirements for larger clients.
7. Review contracts signed during the gap. Reflection may validate them. Where needed, ratify or re-execute to remove doubt.
8. Update your licenses and permits. Some agencies require proof of good standing. Reopen accounts that were suspended during the forfeiture.
9. Rebuild internal controls. Add calendar reminders for taxes, reports, and renewals. Assign clear owners for each compliance task.
10. Document the board or manager approval. Keep minutes that authorize the filing. Retain your reinstatement package in a central location.
11. Plan for year-end housekeeping. Reconcile officer or manager listings. Prepare a clean compliance binder for audits and diligence requests.
12. If you operate in other states, review your registrations. Some states may require updates after your Texas reinstatement. Align names and addresses across all jurisdictions.
13. Align insurance coverage. Confirm your insurer restored any suspended coverage. Provide proof of status if requested.
14. Communicate your status to your team. Share the effective date and any new compliance rules. Ensure staff use the correct entity name.
15. Finally, confirm you appear as active in public records. Print a status report for your file. Use it for banking, leasing, and contract approvals.