Tex. Codes » Tax Code · TITLE 2. STATE TAXATION · SUBTITLE F. FRANCHISE TAX; CREDITS · CHAPTER 171. FRANCHISE TAX
Texas Codes

Tex. Tax Code § 171.312 (2026)

Revival Of Charter Or Certificate Of Authority After Forfeiture By Secretary Of State

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Sec. 171.312. REVIVAL OF CHARTER OR CERTIFICATE OF AUTHORITY AFTER FORFEITURE BY SECRETARY OF STATE. A corporation whose charter or certificate of authority is forfeited under this chapter by the secretary of state is entitled to have its charter or certificate revived and to have its corporate privileges revived if:

(1) the corporation files each report that is required by this chapter and that is delinquent;

(2) the corporation pays the tax, penalty, and interest that is imposed by this chapter and that is due at the time the request under Section 171.313 of this code to set aside forfeiture is made; and

(3) the forfeiture of the corporation's charter or certificate is set aside in a proceeding under Section 171.313 of this code.

Acts 1981, 67th Leg., p. 1707, ch. 389, Sec. 1, eff. Jan. 1, 1982.

Notes of Decisions
Cited in 14 cases (4 in the last 5 years), 1991–2026 · leading case: Hinkle v. Adams, 74 S.W.3d 189 (Tex. App.—Texarkana 2002).
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Hinkle v. Adams, 74 S.W.3d 189 (Tex. App.—Texarkana 2002). · cites it 2× “251 (Vernon 2002); Tex. Tax Code Ann. § 171.309 (Vernon 2002).”
TransPecos Banks v. Jodi Strobach, 487 S.W.3d 722 (Tex. App.—El Paso 2016). “Tex. Tax Code Ann. § 171.312 (West 2015) (corporation’s charter may be reinstated upon the filing of reports by the corporation and the payment of any taxes, penalties and interest imposed).”
Hourani v. Katzen, 305 S.W.3d 239 (Tex. App.—Houston [1st Dist.] 2010). “See Tex. Tax Code Ann. § 171.312 ; Halliburton, 167 S.”
Emmett Props., Inc. v. Halliburton Energy Servs., Inc., 167 S.W.3d 365 (Tex. App.—Houston [14th Dist.] 2005). “4 Tex. Tax Code Ann. §§ 171.312 , 171.313 (Vernon 2002).”
Louis Cognata v. Down Hole Injection, Inc., 375 S.W.3d 370 (Tex. App.—Houston [14th Dist.] 2012). “See Tex. Tax Code Ann. §§ 171.312 -.313. Under these provisions, if a corporation pays its delinquent taxes, its disability is removed, and the corporation may sue or defend any action, regardless of whether the cause arose before or during the period of forfeiture.”
Guar. Residential Lending, Inc. v. Homestead Mortg. Co., 291 F. App'x 734 (6th Cir. 2008). “Pursuant to Texas Tax Code § 171.312, the Texas Secretary of State reinstated BFI’s corporate privileges and charter on January 23, 2007.”
Vahlco Corp. v. Comm'r, 97 T.C. 428 (T.C. 1991). “Revival of Charter or Certificate of Authority After Forfeiture by Secretary of State A corporation whose charter or certificate of authority is forfeited under this chapter by the secretary of state is entitled to have its charter or certificate revived and to have its…”
Highline Innovation Inv. P'ship, LLC v. Biolert, LTD., No. 4:21-cv-00615, 2022 WL 3354775 (E.D. Tex. Aug. 12, 2022). “(citing TEX. TAX CODE § 171.312). If these conditions are satisfied, the SOS “shall set aside” the forfeiture of the corporation’s charter.”
Rift Energy USA, Inc. v. Fred Zaziski, No. 14-23-00261-CV (Tex. App.—Houston [14th Dist.] Aug. 8, 2024). “at 600 ; see Tex. Tax Code §§ 171.312, 171.313. This court reasoned that “a corporation which has forfeited it[s] corporate charter for failing to pay franchise taxes is never truly dead, but may be resurrected by paying the delinquent taxes.”
Best Ctr. Fairfield v. Steadfast Ins. Co., No. 2:22-cv-00054 (N.D. Ala. Mar. 10, 2025). “Under Texas law, a corporation whose charter is forfeited is entitled to have its charter and corporate privileges revived if the corporation pays the tax, penalty, and interest that is imposed by the tax code.”
Phillip D. Greer v. Sarah Najera & Heaven Scent Cleaning by Sarah, LLC, No. 03-24-00551-CV (Tex. App.—Austin June 12, 2026). “See Tex. Tax Code § 171.312, Tex. Bus. Orgs. Code § 11.”
Monzer Hourani & Carlton Park Owner's Ass'n v. Jonathan Katzen, No. 01-07-00971-CV (Tex. App.—Houston [1st Dist.] Nov. 25, 2009). “See Tex. Tax Code Ann. § 171.312 ; Halliburton , 167 S.”
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