Form 811—General Information 
                                      (Certificate of Reinstatement) 
 
 The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant 
 code provisions. This form and the information provided are not substitutes for the advice and services of an 
 attorney and tax specialist.  
 
                                              Commentary 
This form may be used to reinstate: (1) the existence of a domestic filing entity that has been voluntarily     
terminated; (2) the existence of a domestic filing entity that has been involuntarily terminated by action 
of the secretary of state; or (3) the registration of a foreign filing entity whose registration has been       
revoked by action of the secretary of state. 
Do Not Use This Form If: 
      The entity’s existence or registration was forfeited under the Tax Code.  See Form 801. 
      The entity is a professional association that was terminated or revoked for failure to timely file  
       an annual statement.  See Form 814. 
      The entity was terminated or revoked by court order. 

                                       Time Frames for Reinstatement   

  Voluntarily Terminated Domestic Entity: Certificate of reinstatement may be filed at any time so 
   long as the entity would otherwise have continued to exist.  (See part 4A of the form.) 
  Involuntarily Terminated Domestic Entity: Certificate of reinstatement may be filed at any time so 
   long as the entity would otherwise have continued to exist.  However, the entity is considered to 
   have continued in existence without interruption from the date of termination only if the entity is          
                                  rd
   reinstated before the third (3 ) anniversary of the date of involuntary termination.  (See part 4B.) 
  Revoked Foreign Entity Registration: Certificate of reinstatement must be filed no later than the 
          rd
   third (3 ) anniversary of the effective date of the revocation.  (See part 4C.) 
 
                                         Instructions for Form 
  Item 1—Entity Name and File Number: Set forth the legal name of the entity and the secretary of 
   state file number.  For a foreign filing entity that was registered to transact business in Texas under a 
   different name, also set forth the fictitious name  under which the entity obtained its registration.   
  Item 2—Jurisdictional Information:        To ensure that the correct entity is reinstated, the jurisdiction 
   of organization and the entity’s date of organization or registration in Texas should be provided. 
  Item 3—Date of Termination or Revocation: Provide the effective date of the termination or 
   revocation.  In the case of a terminated domestic entity that has delayed the effectiveness of the 
   filing of its certificate of termination, provide the effective date as stated on the certificate. 
  Item 4—Conditions for Reinstatement: Select the grounds or conditions for reinstatement.  Do not
   check more than one box.  If unsure, verify the reason for inactive status by contacting the secretary 
   of state at (512) 463-5555,  7-1-1 for relay services,       CorpInfo@sos.texas.gov, or online through 
   SOSDirect. (Visit https://www.sos.state.tx.us/corp/sosda/index.shtml for SOSDirect information.) 
   4A. Reinstatement of a Texas Entity Following Voluntary Termination: Sections 11.201 and 11.202 
   of the Texas Business Organizations Code (BOC)  permit reinstatement if the owners, members,                 
   governing persons, or other persons specified by the BOC approve the reinstatement in the manner  
   provided by the title of the BOC governing the entity and: 

Form 811                              General Information – Do not submit.                                      

   (1)  the termination was by mistake or was inadvertent; 
   (2)  the termination occurred without the approval of the entity’s governing persons when approval 
   is required by the title of  the BOC governing the entity;  
   (3)  the process of winding up before termination had not been completed by the entity; or 
   (4)  the legal existence of the entity is necessary to convey or assign property, to settle or release a 
   claim or liability, to take an action, or to sign an instrument or agreement. 
   4B. Reinstatement of a Texas Entity Following Involuntary Termination: Section 11.251 of the BOC 
   authorizes the secretary of state to involuntarily terminate a domestic filing entity, other than a 
   domestic real estate investment trust, if the secretary finds that the entity has failed to: 
   (1)  file a report within the period required by law or to pay a fee or penalty prescribed by law 
   when due and payable; 
   (2)  maintain a registered agent or registered office in Texas as required by law; or 
   (3)  pay a fee required in connection with a filing, or payment of the fee was dishonored when 
   presented by the state for payment. 
   As a condition to reinstatement, the entity must correct the circumstances that led to termination and 
   any other circumstances of the type described above, including paying any fees, interest, or penalties.  
   4C. Reinstatement of a Foreign Entity Following Revocation: Section 9.101 of the BOC authorizes 
   the secretary of state to revoke the registration of a foreign filing entity if the secretary finds that the  
   entity has failed to: 
   (1)  file a report within the period required by law or to pay a fee or penalty prescribed by law 
   when due and payable; 
   (2)  maintain a registered agent or registered office in Texas as required by law;  
   (3)  amend its registration when required by law; or 
   (4)  pay a fee required in connection with a filing, or payment of the fee was dishonored when 
   presented by the state for payment. 
   As a condition to reinstatement, the entity must correct the circumstances that led to revocation and 
   any other circumstances of the type described above, including paying any fees, interest, or penalties.  
  Item 5—Registered Agent and Registered Office:              An entity requesting reinstatement must 
   provide the secretary of state with current registered agent and registered office information.  The 
   registered agent can be either (option A) a domestic entity or a foreign entity that is registered or 
   authorized to do business in Texas or (option B) an  individual resident of the state.  The entity cannot 
   act as its own registered agent; do not enter the entity name as the name of the registered agent. 
   An entity that was involuntarily terminated or that had its registration revoked for failure to maintain 
   a registered agent or registered office in Texas need not submit an additional filing to change the 
   registered agent or registered office.   
   Consent: A person designated as the registered agent of an entity must have consented, either in a  
   written or electronic form, to serve as the registered agent of the entity.  Although consent is          
   required, a copy of the person’s written or electronic consent need not be submitted with the  
   reinstatement.  The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply 
   with respect to a false statement in a filing instrument that names a person as the registered agent of 
   an entity without that person’s consent. (BOC § 5.207) 
   Office Address Requirements: The registered office address must be located at a street address where 
   service of process may be personally served on the entity’s registered agent during normal business 
   hours.  Although the registered office is not required to be the entity’s principal place of business, 
Form 811                            General Information – Do not submit.                                     

   the registered office may not be solely a mailbox service or telephone answering service. (BOC 
   § 5.201)  
  Entity Name Availability: The reinstatement cannot be filed if the entity name is not 
   distinguishable in the records of the secretary of state from the name of any existing domestic or 
   foreign filing entity, any fictitious name under which a foreign filing entity is registered to transact 
   business in this state, any name reservation or registration, or the name of any existing registered 
   series of a domestic limited liability company filed with the secretary of state.  The administrative 
   rules for determining entity name availability (Texas Administrative Code, Title 1, Part 4, Chapter  
   79, Subchapter C) may be viewed at https://www.sos.state.tx.us/tac/index.shtml. 
   If the entity name is no longer available or written consent for the use of the name is required but 
   cannot be obtained, the entity must amend its certificate of formation or application for registration, 
   as appropriate, to state an available name.  The amendment must be submitted at the same time as the 
   certificate of reinstatement. 
  Tax Clearance: Unless the entity is a nonprofit corporation, a certificate of reinstatement must be 
   accompanied by a tax clearance letter from the Texas Comptroller of Public Accounts stating that 
   the entity has met all franchise tax requirements and is eligible for reinstatement (Comptroller Form 
   05-377).  The tax clearance letter must be valid through the date of filing of the reinstatement with 
   the secretary of state. 
   Contact the Comptroller for assistance in obtaining the necessary tax clearance letter by e-mail at 
   tax.help@cpa.texas.gov or by phone at (800) 252-1381 or (512) 463-4600. 
  Execution: The reinstatement must be signed by a person authorized to act on behalf of the entity in 
   regard to the filing instrument.  Generally, a governing person or managerial official of the entity 
   signs a filing instrument. 
   The certificate of reinstatement need not be notarized.  However, before signing, please read the 
   statements on this form carefully.  The designation or appointment of a person as the registered 
   agent by a managerial official is an affirmation by that official that the person named in the 
   instrument has consented to serve as registered agent.  (BOC § 5.2011)  
   A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing 
   of a filing instrument the person knows is materially false with the intent that the instrument be 
   delivered to the secretary of state for filing.  The offense is a Class A misdemeanor unless the  
   person’s intent is to harm or defraud another, in which case the offense is a state jail felony. 
  Payment and Delivery Instructions: Unless the entity is a nonprofit corporation or cooperative 
   association, the filing fee for reinstatement following a voluntary termination is $15, and the filing 
   fee for reinstatement following an involuntary termination or revocation is $75.  The filing fee for 
   reinstating a nonprofit corporation or a cooperative association is $5. 
   Fees may be paid by: (1) a personal check or money order payable through a U.S. bank or financial 
   institution and made payable to  the secretary of state; (2) a funded LegalEase account; or (3) a 
   prefunded secretary of state client account.  Applicable fees for any additional filings required as a 
   condition for reinstatement must be submitted together with the appropriate filing fee for the 
   certificate of reinstatement. Please include a payment form (Form 807) with a paper submission. 
   Submit the completed form(s) in duplicate along with the filing fee.  The form(s) may be: (1) mailed 
   to P.O. Box 13697, Austin, Texas 78711-3697; (2) faxed to (512) 463-5709; or (3) delivered to the 
   James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701.  If a document is transmitted 
   by fax, Form 807 must accompany the transmission.  On filing the document, the secretary of state 
   will return the appropriate evidence of filing to the submitter together with a file-stamped copy of 
   the document, if a duplicate copy was provided as instructed. 
Revised 10/23 
Form 811                         General Information – Do not submit.                                   

 Form811                                                                    This space reserved for office use. 
 (Revised 10/23)   
 Submit in duplicate to: 
 Secretary of State 
 P.O. Box 13697                                               
 Austin, TX 78711-3697                       Certificate of
 512 463-5555                                Reinstatement 
 FAX: 512 463-5709                                       
 Filing Fee:  See instructions 
 
 1.  The name of the entity is: 
       
 The entity is a foreign entity that was required to obtain its registration under a name that differs from 
 the legal name stated above.  The fictitious name under which the entity is registered is: 
       
 The file number issued to the filing entity by the secretary of state is:            
 2.  The jurisdiction of organization of the entity is:            
                                                                            (state or country) 
 The entity was organized or obtained its registration on:                        
                                                                                                mm/dd/yyyy 
 3.  The effective date of the entity’s termination or revocation is:             
                                                                                                mm/dd/yyyy 
 4.  The condition giving rise to the termination of the entity’s existence or the revocation of its 
 registration is described below.  The entity requests reinstatement under the following code provision: 
                          (Select the appropriate box below. Do not check  more than one box.)  
  
 4A.  Reinstatement of a Texas Entity Following a Voluntary Termination 
    The domestic filing entity requests reinstatement under section 11.202 of the Texas Business            
 Organizations Code following the filing of a certificate of termination.  The undersigned certifies that 
 the conditions for reinstatement of the entity’s certificate of formation are met and that the 
 reinstatement of the filing entity has been approved in the manner provided by the Texas Business          
 Organizations Code. 
  
 4B.  Reinstatement of a Texas Entity Following an Involuntary Termination 
    The domestic filing entity requests reinstatement of its certificate of formation after the 
 involuntary termination of its existence by the secretary of state pursuant to subchapter F of chapter 11 
 of the Texas Business Organizations Code.  The entity has corrected the circumstances giving rise to 
 its involuntary termination and has taken any other action required for its reinstatement, including the 
 payment of any fees, interest, or penalties.  The undersigned certifies that the reinstatement of the 
 filing entity has been approved in the manner required by the Texas Business Organizations Code. 
  
 4C.  Reinstatement of a Foreign Entity Registration Following a Revocation (3-year limit) 
    The foreign filing entity requests reinstatement of its registration after the revocation by the 
 secretary of state pursuant to subchapter C of chapter 9 of the Texas Business Organizations Code.  
 The entity has corrected the circumstances giving rise to its revocation and has taken any other action    
 required for its reinstatement, including the payment of any fees, interest, or penalties.  
  
Form  811                                    Page 1 of  2                                                        

 5.  The name of the entity’s registered agent and the address of the entity’s registered office are as 
 follows:  (Select and complete either A or B and complete C) 
     A.  The registered agent is an organization (cannot be the entity seeking reinstatement) by the name of: 

 OR 
     B.  The registered agent is an individual resident of the state whose name is set forth below: 

 First Name                           M.I.                    Last Name                                            Suffix 

 C.  The business address of the registered agent and the registered office address is: 

                                                                                              TX                     
 Street Address                             City                                              State            Zip Code 
 The street address of the registered office as stated in this instrument is the same as the registered                            
 agent’s business address.  
  
                                     Additional Documentation or Filings 
 
    Comptroller of Public Accounts Tax Clearance Letter (Required, unless entity  is a nonprofit corporation.) 
    Amendment to Certificate of Formation or Registration (Required if entity  name is no longer available.)  
    Other             
                   (A certificate of reinstatement may be conditioned on the submission of additional filings. See instructions.) 
                                                       Execution 

 The undersigned affirms that the person designated as registered agent  has consented to the 
 appointment.  The undersigned signs this document subject to the penalties imposed by law for the 
 submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the 
 undersigned is authorized under the provisions of  law governing the entity to execute the filing                                 
 instrument. 

 Date:             

                                                   By:              
                                                          Name of entity (see instructions) 

                                                          Signature of authorized person (see instructions) 
                                                           
                                                          Printed or typed name of authorized person 
 
                                                                                           Print                   Reset

Form  811                                                 Page 2 of  2