Texas Franchise – Tax Public Information Report

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

What is a Texas Franchise Tax Public Information Report?

A Texas Franchise Tax Public Information Report is an annual disclosure you file with your franchise tax report. It lists your entity’s key public information. That includes your legal name, principal office and place of business, registered agent and registered office, and your current governing persons. For a corporation, those are officers and directors. For a limited liability company, those are members or managers, depending on your structure. The report keeps the state’s public records current. It confirms who manages your entity and where official notices should go.

You typically use this form if your entity is subject to the Texas franchise tax and is organized or registered to do business in Texas. Corporations and LLCs file this report. Professional entities, such as PLLCs or professional corporations, also file it. Most foreign entities registered to transact business in Texas also must file it for their Texas registration. If your entity is a partnership, you usually file a different ownership report instead, not the Public Information Report.

You need this form because the state monitors business records for accuracy. The report links your annual tax filing to the names and addresses of the people in charge. That allows the state and the public to see who has authority. It also ensures proper service of legal notices. If you change officers, managers, or your registered agent, this report updates that record. Filing it protects your good standing. It also avoids penalties tied to missing or outdated disclosures.

You might use this form when your leadership changes during the year. You might also use it when you move your principal office or switch your registered agent. You file it each year with your franchise tax filing. If you reorganize through a merger or conversion, you use the report to show the new governing persons. If you are a new Texas filer, you complete an initial report for the first year you have a franchise tax filing obligation. Even if you owe no tax, you still need to submit this report if your entity type requires it.

Here is what the form achieves in practice. It updates the public roster of who runs your entity. It keeps the state’s records aligned with your current address for official mail. It allows banks, vendors, and courts to verify your leadership. It shows compliance when you renew licenses or enter contracts. It helps your law firm or accounting team track annual requirements across entities. It also reduces risk. If the public record lists the wrong registered office, you can miss a lawsuit notice. A correct report avoids that.

When Would You Use a Texas Franchise Tax Public Information Report?

You use the report on your franchise tax filing deadline each year. That is the annual compliance rhythm most businesses follow. If you formed your company last year, you file your first annual tax report this year. Your Public Information Report accompanies that filing. A “no tax due” status does not remove the filing requirement for this report. Think of it as a disclosure obligation tied to your franchise tax cycle.

You also use the report after big internal changes. Suppose your LLC changed from member-managed to manager-managed. Your report should show the current managers. Suppose your corporation added two directors and a new CFO. Your report should reflect the full current board and officer slate. If your principal office moved from Dallas to Austin, you update that address here. If you changed registered agents, you must disclose the new agent and the Texas registered office.

Typical users include business owners, in-house counsel, outside counsel, controllers, and firm administrators. A CPA may prepare the tax report, while you supply officer and manager details for the public report. In smaller firms, the managing member often completes it. In professional entities, a firm administrator may gather data and route it for signature.

Here are examples. Your law firm is a PLLC with three members. Two members retire, and you admit one new member. Your annual report must show the current members or managers, depending on your governing structure. Your real estate holding LLC buys a new office and moves its records there. Your report updates the principal office and principal place of business. Your Delaware corporation registers to do business in Texas. Each year it files the Texas tax report and this public report for its Texas registration.

You also use the report for clean-up. If you discover past reports list a former officer who resigned, you correct that now. If you used a P.O. Box for your registered office, you fix it, because the registered office must be a physical street address in Texas. If you listed home addresses for managers and want to use business addresses, you adjust to protect privacy while meeting disclosure rules.

Legal Characteristics of the Texas Franchise Tax Public Information Report

This report is a required annual filing under Texas law for many taxable entities. It is not a contract between private parties. It is a statutory report that supports your right to transact business in Texas. It is legally significant because you certify it. You declare that the information is true, correct, and complete. That certification binds the entity and exposes you to penalties for willful false statements.

The report is enforceable through administrative powers and penalties. If you fail to file it, the state can assess penalties. The state can also change your status to “not in good standing.” Persistent failure can lead to forfeiture of the entity’s right to do business in Texas. In severe cases, the state can terminate or revoke your registration or charter. When that happens, you can lose liability protections and access to courts until you cure the failure.

Public access is a core feature. The state may publish officer, director, or manager names and business addresses. The registered agent and registered office are also public. Use business addresses when possible. Do not list sensitive personal data. The report is not a place for Social Security numbers or personal phone numbers. Keep your disclosures limited to what the form requires.

Enforceability does not depend on negotiation. The state sets the requirements and the form content. Your signature acknowledges compliance. Your submission date matters. Late or missing reports risk penalties even if no tax is due. If the state rejects your report for errors, your obligation remains open. You must fix and resubmit to avoid consequences.

The report interacts with other filings. Your franchise tax return, your charter or registration, and your public report should match. Inconsistent names, addresses, or governing persons can trigger holds or correspondence. Keep your internal records in sync. If your governing documents changed, update internal resolutions and then reflect those changes in the report. Accurate board minutes and member consents support your certification.

How to Fill Out a Texas Franchise Tax Public Information Report

1) Confirm your entity type and filing requirement.

Check whether your entity must file the public report. Corporations and LLCs generally do. Professional entities do as well. Partnerships usually file a different ownership report, not this one. If you are not sure, review your entity type and your last year’s filing.

2) Gather key identifiers.

Collect your legal entity name as formed or registered. Locate your federal employer identification number if the form requests it. Have your state taxpayer or file number if assigned. Confirm any assumed names you use in Texas. Use exact spellings and punctuation.

3) Identify the reporting year.

Enter the report year that matches your franchise tax report year. The reporting year ties to your annual tax cycle. Do not use your formation year unless this is your initial report. For an initial report, follow the form’s instruction for the first reporting period.

4) Provide the legal name and state of organization.

Enter your full legal name without abbreviations unless they are part of the name. If you are a foreign entity, include your home jurisdiction if requested. Do not list the DBA as the legal name. There is a separate line for assumed names.

5) List assumed names used in Texas, if any.

If you transact business under a DBA, list it here. Use the exact registered assumed name. If you have multiple DBAs, list them all or attach an extra page if the form allows.

6) Provide the mailing address.

Give the address where you want official correspondence sent. A P.O. Box is acceptable for mailing if the form allows it. Make sure someone monitors the mailbox. Delays in picking up mail can lead to missed deadlines.

7) Provide the principal office address.

Enter the physical street address of your principal office. This is where you manage the entity. This address cannot be a P.O. Box. Include suite numbers. Use a physical address that is current and staffed.

8) Provide the principal place of business in Texas, if different.

If you are a foreign entity, list your main Texas place of business. If your principal office is outside Texas, still list your Texas business location. Use a physical street address.

9) Provide the registered agent and registered office.

List the full name of the registered agent. Confirm the agent has consented to serve. Enter the registered office street address in Texas. Do not use a P.O. Box. The registered office must be a physical location in Texas. It must be open during normal business hours.

10) Identify governing persons for corporations.

List all current directors and officers. For officers, give names, titles, and addresses. Use titles like president, secretary, treasurer, CEO, or CFO, as applicable. For directors, list each director’s name and address. Ensure the list matches your current board and officers. If you recently changed leadership, update the list.

11) Identify governing persons for LLCs.

Determine if your LLC is member-managed or manager-managed. If member-managed, list all current members. If manager-managed, list all current managers and any officers you have appointed. Include names, titles, and addresses. Use business addresses. Keep the list complete and current.

12) Describe the business activity, if requested.

Some versions of the report ask for a brief business description. Use a plain description of your primary activity. For example: “Civil litigation legal services,” or “Commercial property leasing.” Keep it short and clear.

13) Provide ownership information if required.

If the form asks for ownership percentages or persons who control the entity, list that as directed. Some entities must report persons holding a threshold interest. Follow the percentage thresholds shown on the form. Use additional pages if needed to list all required owners.

14) Attach additional pages or schedules as needed.

If you do not have enough space to list all governing persons or owners, attach extra pages. Label them clearly with your entity name and taxpayer number. Use the same column headers as the main form. Keep formatting consistent.

15) Review for accuracy and consistency.

Check the legal name, addresses, and governing persons. Verify that the registered agent and registered office match your records. Ensure officer titles are correct. Align this report with your franchise tax return and your internal records.

16) Complete the certification.

Read the certification statement at the end of the form. You are declaring that the information is true, correct, and complete. Do not sign if you are unsure. Resolve any uncertainty first. Your signature carries legal weight.

17) Sign and date the report.

An authorized person must sign. For a corporation, an officer or director can sign. For an LLC, a manager or member can sign, depending on your structure. Use a handwritten signature for paper filings. For electronic filings, follow the system’s signature instructions. Date the report.

18) Include contact information for questions.

Some forms ask for a contact name, phone, and email. Provide a person who can answer follow-up questions. Use an address that is monitored daily.

19) Submit the report with your franchise tax filing.

File the report with your annual franchise tax return. Submit both together unless instructed otherwise. Keep proof of submission. Save a copy of the completed report and any attachments.

20) Track confirmation and resolve rejections.

Watch for a confirmation or any correspondence about errors. If the state rejects your report, correct the issue and resubmit promptly. Common rejects include missing titles, invalid addresses, and unconsented registered agents.

21) File an amended report if needed.

If you discover a material error after filing, prepare a corrected report. Mark it as an amendment if the form provides that option. Update the erroneous fields. Re-sign the certification. Submit the corrected version and keep records.

22) Handle initial reports for new entities.

If this is your first filing year, complete an initial public report. Include your first set of governing persons. Ensure your registered agent and office are in place before filing. If you changed structure soon after formation, clarify the current structure on the report.

23) Address multi-entity and group contexts.

If you manage a group of related entities, file a separate public report for each entity that must file. Do not combine leadership lists across entities unless they are identical and the form permits a shared attachment. Match each entity’s governing persons and addresses precisely.

24) Consider privacy and address strategy.

Use business addresses for officers, directors, members, and managers. Avoid home addresses when possible. Do not include personal identification numbers. List only what the form requires. If you must list an individual’s address, choose an office address that the person uses regularly.

25) Avoid common mistakes.

Do not abbreviate your legal name unless it is part of the name. Do not list a P.O. Box for the registered office. Do not omit a director or manager because they joined late in the year. The report should reflect your current governing persons as of the reporting date. Do not let a third party sign unless they are duly authorized.

26) Align with internal governance documents.

Confirm that your bylaws or company agreement support the officer titles you list. If you appointed a COO but your bylaws recognize only president, secretary, and treasurer, update your bylaws or use recognized titles. Keep minute books and consents current so your certification is supported.

27) Plan for leadership changes during the year.

If you anticipate leadership changes after filing, keep a process for mid-year updates. While the annual report captures the snapshot at filing, significant changes may require separate state updates. Keep your registered agent details current at all times. Do not wait for the next annual cycle to fix a bad address.

28) Retain records.

Keep a copy of the signed report, all attachments, and proof of filing. Store them with your tax return workpapers and governance records. Maintain a checklist for next year. Note who signed, what titles were used, and any special notes.

29) Coordinate with tax and legal advisors.

If your CPA prepares the franchise tax return, coordinate officer and manager details early. If your lawyer maintains your governance records, confirm the current slate before filing. Resolve structural changes, such as conversions or mergers, before certification.

30) Understand the consequences of noncompliance.

Missing or late reports can lead to penalties and loss of good standing. Forfeiture can follow continued noncompliance. Forfeiture can disrupt banking, licensing, contracting, and litigation. Cure issues promptly to restore your status.

Parties, clauses, signatures, and schedules fit naturally within this process. The “party” completing the report is the entity itself, acting through an authorized person. The “clause” is the certification that your information is true and correct. The “signature” is by an officer, director, member, or manager with authority. The “schedules” are the extra pages listing governing persons or owners when space runs out. Treat each of these with care. Accurate disclosure keeps you compliant. A clean report supports your ability to do business without interruption.

In short, you complete the Public Information Report every year your franchise tax filing is due. You confirm your governing persons, your addresses, and your registered agent. You sign under certification and submit it with your tax filing. You keep copies and fix errors quickly. When you handle these steps with discipline, you protect your good standing and reduce risk.

Legal Terms You Might Encounter

• Public Information Report (PIR) means the annual update you submit to keep your company’s public record current in Texas. You use it to confirm who runs the company and where the state can reach you. This report is tied to your franchise tax cycle, but it updates the state’s business registry maintained by the Texas Secretary of State.
• Taxpayer number is the unique ID the state uses to track your business for franchise tax filings and related reports. You’ll enter this number at the top of the PIR so the report connects to the right entity.
• Secretary of State file number is the number assigned when your entity is formed or registered in Texas. On the PIR, this number helps match your updates to the correct public record. If you have both a taxpayer number and a file number, include both to avoid delays.
• Registered agent is the person or company you name to receive legal papers and official notices on your behalf. The PIR asks you to confirm your agent’s name. If it changed, the PIR will update the public record. Make sure your registered agent has agreed to serve, and that your records include their consent.
• Registered office is the physical street address in Texas where your registered agent is available during business hours. P.O. Boxes aren’t allowed for the registered office. If you update this address on the PIR, it becomes part of the public record.
• Principal office is the main business location you want on file for contact and public lookup. It can be inside or outside Texas. The PIR will ask for this address, which becomes public, so choose a suitable location and avoid private home addresses if you want to limit exposure.
• Officer, director, manager, and member identify who controls or manages your entity. Corporations list officers and directors. LLCs list managers if manager-managed, or members if member-managed. The PIR requires names and titles for these roles. Provide current information and accurate titles.
• Governing person is a broad term that covers anyone who has formal authority to manage the entity, such as a director, manager, or managing member. The PIR uses this concept to capture key people who make decisions for the company.
• Assumed name (DBA) is a name your company uses that isn’t the exact legal name. The PIR focuses on the legal entity name. If you consistently use a DBA, keep those filings current separately. Don’t swap your DBA with your legal name on the PIR.
• Accounting year refers to the 12-month period your franchise tax reporting is based on. The PIR aligns with that timeframe. If your accounting year changes, your PIR due date may shift with your tax report schedule.

FAQs

Do you have to file the Public Information Report every year?

Yes. If your entity is active and required to file franchise tax information, you also file the Public Information Report each year on the same annual cycle. The PIR keeps your public record current, even if nothing has changed.

Do you need to file the PIR if nothing has changed this year?

Yes. You still file it to confirm that no changes occurred. Mark any “no change” option if provided, but complete the identification fields so the state can match your report to your entity.

Do you have to list Social Security numbers or sensitive personal data?

No. The PIR doesn’t ask for Social Security numbers. It does require names, titles, and addresses for your governing persons and your registered agent/office. Use business addresses where possible because these entries become public.

Do you list managers or members for an LLC?

It depends on how your LLC is structured. If your LLC is manager-managed, list managers. If member-managed, list members who manage the company. Titles should match your governing documents. Don’t list passive owners who have no management role unless they actually manage the entity.

Do you need to file a PIR if your entity has “no tax due” status?

Usually yes. “No tax due” status affects the tax you owe, not your obligation to keep public information current. The PIR is about governance and contact details. File it on time to avoid forfeiture, even when no franchise tax is due.

Do you file one PIR for each entity in a group?

Yes. The PIR is tied to each legal entity’s public record. If you have multiple entities, file a separate PIR for each one that must file franchise tax information.

Do you need a wet signature, or can you sign electronically?

Follow the signature block on the version you file. If you file online, your typed name generally serves as your signature. If you file on paper, use an original ink signature from an authorized person. Keep a copy of whatever you submit.

Who can sign the PIR?

An authorized officer, director, manager, or managing member can sign. Use a title that reflects your authority under your governing documents. Do not have a third party sign unless that person has formal authority to bind the company.

What happens if you miss the deadline?

Late filing can lead to penalties and eventual forfeiture of your right to transact business in Texas. Forfeiture also affects your ability to maintain lawsuits, enter contracts, or secure certificates of status. File as soon as possible if you’re late to limit consequences.

How do you correct a mistake after filing?

Submit an amended Public Information Report as soon as you discover the error. Use the same identification numbers and clearly mark it as an amendment. Keep proof of submission and update your internal records to match.

Checklist: Before, During, and After the Texas Franchise Tax Public Information Report

Before you sign

• Confirm your entity’s legal name and exact spelling.
• Locate your Texas taxpayer number and Secretary of State file number.
• Verify your registered agent’s full legal name.
• Verify your registered office street address in Texas (no P.O. Box).
• Confirm your principal office address for public display.
• Prepare a current list of governing persons with:
• Full legal names (no nicknames).
• Titles (officer, director, manager, managing member).
• Business addresses and contact details you’re comfortable making public.
• Check your management structure (manager-managed vs member-managed).
• Review your most recent PIR or public record to see what changed.
• Confirm any internal approvals needed for the signer.
• Identify the authorized signer and have the correct title ready.
• Know your due date and filing method (online or paper).
• If the registered agent changed, ensure you have their consent on file.

During completion and signing

• Enter your taxpayer number and file number accurately.
• Use your legal entity name, not a DBA.
• Ensure the registered agent’s name matches your internal appointment.
• Enter a Texas street address for the registered office; include suite number if applicable.
• Provide a principal office address for public record.
• List governing persons with correct titles tied to your entity type.
• Check spelling of names and addresses.
• Avoid personal home addresses if you want to limit exposure.
• Confirm the “no change” statement only if truly nothing changed.
• Review the signature block requirements and date the form.
• If filing online, keep a screenshot or confirmation number.
• If filing on paper, sign with ink and make a clean, legible copy.

After you submit

• Save a complete copy of the filed PIR and proof of submission.
• Update your corporate records binder or digital compliance folder.
• Calendar next year’s due date with a 30-day reminder.
• Confirm that the state’s business registry reflects your updates after processing.
• Notify internal stakeholders (owners, directors, managers) of the filed details.
• If you changed the registered agent or office, confirm they received confirmation notices.
• If you discover an error later, prepare and file an amended PIR promptly.

Common Mistakes to Avoid

• Don’t forget to use a Texas street address for the registered office. A P.O. Box is not acceptable. If you list one, your filing may be rejected or your updates won’t take effect.
• Don’t list the wrong people as governing persons. Only list those who actually manage or govern the entity. Listing passive investors can expose personal data unnecessarily and create public confusion.
• Don’t mix up your legal name and your DBA. The PIR must show the legal entity name. Using a DBA here can misalign your record and delay processing.
• Don’t leave old officers or managers on the report. Stale governance data can mislead the public and may cause service of process to go to the wrong person.
• Don’t miss the deadline. Late reports can trigger penalties and risk forfeiture of your right to do business in Texas, which can halt contracts and new deals until cured.

What to Do After Filling Out the Form

1. File the PIR with your annual franchise tax materials by the due date. Keep your submission method consistent with your internal processes so you can track proof of filing. If you file online, download or print the confirmation page. If you mail a paper form, use a trackable method and keep the receipt.
2. Watch for processing. Within a reasonable period, check that your public record reflects any updates. Confirm the registered agent and registered office appear exactly as submitted. If you see a mismatch, prepare an amended PIR and resubmit.
3. Distribute the final copy internally. Share it with your leadership team, in-house counsel, or outside accountant so everyone relies on the same official information. Update your compliance calendar and note any governance gaps, such as missing titles or incomplete addresses.
4. Recordkeeping matters. Store the filed PIR, proof of submission, and any amendments with your formation documents, minutes, and annual reports. Keep at least the last three years consolidated in one place for audits, renewals, or due diligence.
5. If you change managers, officers, registered agent, or addresses during the year, update your internal records immediately. Then decide whether you should amend now or wait for the next cycle. If the change affects service of process or public contact, amend promptly.
6. If a transaction is coming up—like a loan, investment, or acquisition—verify that the public record matches your current leadership and registered agent details. Lenders and counterparties often check the public registry. Aligning the PIR with your actual governance avoids last-minute delays.
7. If your entity plans to wind up or withdraw, keep filing until the state acknowledges that the closure or withdrawal is effective. A missed PIR can complicate closing steps and lead to unexpected notices.
8. Finally, add a brief compliance review to your annual meeting agenda. Confirm who serves as the registered agent, where the registered office is, and who sits in each governing role. That makes next year’s Public Information Report fast and accurate.