Annual Requirements · The filings and deadlines that keep a Texas LLP in good standing every year.
Texas LLP Annual Requirements and Ongoing Compliance
Texas handles ongoing business compliance differently from most states, and it catches LLP owners off guard. There's no Secretary of State annual report — instead, the recurring obligation runs through the Comptroller as a franchise tax filing due May 15. This page lays out exactly what your limited liability partnership has to do each year, at which agency, and what happens if you let it slide.
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Annual report due: May 15 · Processing: 13-15 business days
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State facts
Texas LLP
The Big Difference — No Secretary of State Annual Report
In most states, keeping a business in good standing means filing an annual (or biennial) report with the Secretary of State and paying a report fee. Texas does not work that way for for-profit filing entities like LLPs. There is no Secretary of State annual report to file.
This surprises a lot of people, and it's important to get right, because "I filed my annual report" doesn't mean what it means elsewhere. In Texas, the recurring obligation lives with a different agency entirely — the Texas Comptroller of Public Accounts — and it's a tax filing, not a corporate report.
What this means practically
- You won't get a Secretary of State annual report reminder, because there isn't one.
- The deadline you actually have to watch is the Comptroller's, generally May 15.
- Keeping your registered agent current with the Secretary of State is a separate, ongoing duty — but it's not an annual report.
Understanding this split — Secretary of State for the registration and agent, Comptroller for the recurring filing — is the single most important thing about Texas LLP compliance.
The Franchise Tax Report — Your Real Annual Obligation
The recurring filing every Texas LLP has to handle is the franchise tax report, filed with the Comptroller and generally due May 15 each year. Alongside it, you file an associated information report that keeps the state's record of your business current.
How the franchise tax works
The franchise tax is based on your LLP's revenue rather than a flat fee. Texas sets a no-tax-due threshold, and partnerships with total revenue below that threshold owe no franchise tax. Many small LLPs fall under it. But — and this is the part people miss — being under the threshold does not excuse you from filing. You still have to submit the report to stay in good standing.
The information report
Along with the franchise tax report, filing entities generally submit a Public Information Report or Ownership Information Report, which updates the state's record of your registered agent, principal office, and governing persons. It's how Texas keeps current information on file in the absence of a Secretary of State annual report.
Filing
Franchise tax and the associated reports are filed through the Comptroller, which provides online filing and the current-year forms at its franchise tax page. If you use a CPA, this is typically folded into your annual tax work. Either way, the May 15 deadline is the date to protect.
Keeping Your Registration and Agent Current
The other half of Texas compliance sits with the Secretary of State, and it's ongoing rather than annual. Your LLP has to keep accurate registration information — most importantly, a valid registered agent and registered office — on file at all times.
Registered agent maintenance
You must continuously maintain a registered agent with a physical Texas registered office. If the agent moves, resigns, or you switch to a service, file a change of registered agent with the Secretary of State promptly. An out-of-date agent leaves the LLP technically non-compliant, and worse, risks a missed lawsuit delivered to a dead address.
Updating other registration details
If the fundamentals of the partnership change materially — for instance, the registered name — the appropriate amendment is filed with the Secretary of State. Routine internal changes, like how partners split profits, are governed by your partnership agreement and don't require a state filing.
Why this is separate from the tax filing
It's easy to assume filing your franchise tax report covers everything. It doesn't. The Comptroller filing keeps you square on the tax side; keeping your registered agent current keeps you square on the Secretary of State side. Both have to be handled — they're at different agencies with different purposes.
What Happens If You Fall Behind
Compliance lapses in Texas have real teeth, and because the obligation runs through a tax agency, the consequences can be more serious than a late report fee.
Consequences of missing the franchise tax filing
- Penalties and interest can accrue on any tax owed.
- Loss of the right to transact business: an entity that doesn't meet its franchise tax obligations can lose its ability to legally transact business in Texas.
- Forfeiture: continued non-compliance can lead to forfeiture of the entity's existence or registration, and, in some cases, personal exposure for those responsible for the tax.
Getting back in good standing
If you've fallen behind, the fix is to file the delinquent reports and resolve any tax owed with the Comptroller. Reinstatement after a forfeiture is possible but more involved and more expensive than simply filing on time — which is exactly why the May 15 deadline is worth protecting.
How Mainstay Filing helps
We serve as your registered agent and keep that side of your compliance solid — a stable Texas registered office, staffed and reliable, so the Secretary of State always has a valid agent on file. And because Texas's recurring obligation runs through the Comptroller on a date many owners don't expect, we make sure you understand what's due and when, and we can remind you as the May 15 deadline approaches so it doesn't slip.
Frequently asked questions
Does my Texas LLP have to file an annual report?
Not with the Secretary of State — Texas doesn't require one for for-profit filing entities. Your real recurring obligation is the franchise tax report with the Texas Comptroller, generally due May 15, along with an associated information report. Separately, you must keep a valid registered agent on file with the Secretary of State at all times, but that's an ongoing duty rather than an annual report.
When is the Texas franchise tax report due?
Generally May 15 each year. That's the deadline every Texas LLP needs to protect. Even if your partnership falls under the no-tax-due threshold and owes no franchise tax, you still have to file the report by that date to stay in good standing. Missing it can lead to penalties and, if unresolved, loss of the right to transact business.
What if my LLP owes no franchise tax — do I still file?
Yes. Falling under the no-tax-due threshold means you owe no tax, but it does not excuse you from filing the report. Many small partnerships owe nothing yet still have to submit the franchise tax report and information report each year by May 15. Skipping the filing because no tax is due is a common and costly mistake.
Do I need to update the state if my partners change how they split profits?
No. How partners split profits and losses is governed by your internal partnership agreement, which you never file with the state. Routine internal changes don't require a state filing. What does require a filing is a change to information on the public record — most importantly your registered agent or registered office, and a name change would require an amendment with the Secretary of State.
What happens if I miss the franchise tax deadline?
Penalties and interest can accrue on tax owed, and continued non-compliance can cause the entity to lose its right to transact business in Texas and eventually face forfeiture, which can expose responsible parties personally. If you've fallen behind, file the delinquent reports and resolve any tax with the Comptroller to get back in good standing. Reinstatement is more work and more expense than filing on time.
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