How to File a Texas Public Information Report

If you own a limited liability company (LLC) or similar taxable business entity, you may be required to file an annual report in your state of operation. In Texas, this type of report is known as a Public Information Report (PIR).

Because each state has its own rules and regulations around annual reports, understanding the Texas requirements for a PIR is critical if you want to ensure your business remains in good standing and avoid penalties. 

What is a Public Information Report?

While the name Public Information Report might be unique to Texas, the concept is not. Most states refer to this annual filing as an “annual report,” while some refer to it as a “yearly statement,” “statement of information,” or “annual business report.”

Regardless of the name, an annual report provides basic information about a company, including its name, address, members, activities, and financial position over the reporting year.

Besides being a regulatory requirement, annual reports provide the general public, including current shareholders and prospective investors, with insight into the company’s performance.

What information must a Texas Public Information Report contain?

The following must be included on your Texas PIR:

• The business name and taxpayer number.
• The Texas Secretary of State (SOS) file number or Texas comptroller file number.
• The mailing address on file.
• The address of the principal office (where records are kept), as well as the address of the principal place of business (where most day-to-day operations happen).
• The names, addresses, titles, and term expiration dates for each officer, director, manager, and member.
• The name and address of the registered agent.
• The names of any subsidiaries. For the purposes of a PIR, subsidiaries are defined as limited liability companies (LLCs), corporations, limited partnerships, professional associations, or financial institutions that your business entity owns an interest of 10% or more in.
• The names of any parent companies. For the purposes of a PIR, subsidiaries are defined as LLCs, corporations, limited partnerships, professional associations, or financial institutions that own a 10% or larger interest in your company.

Who qualifies as a senior officer or director?

Senior offices and directors are typically those who hold a position of substantial responsibility and control over the business. Senior officers include presidents, chief financial officers, chief executive officers, general counsels, and chief operating officers, or anyone who serves a similar function to those roles under a different title. Directors, meanwhile, are typically appointed by a company’s shareholders. They oversee the management of the business and may also appoint the officers.

How to file your Texas Public Information Report in 3 steps

Filing your Texas annual report correctly and on time is paramount if you don’t want to pay a penalty fee. Here’s what you need to do.

Step 1: Gather your necessary information. 

Remember that you’ll need to have the names and addresses of the officers, directors, and managers, so you’ll need to ensure your records are up to date with this information.

Step 2: Download forms or file online on the Texas Comptroller website

You can complete the entire filing process on the Franchise Tax section of the Texas Comptroller website. Or, you can download the necessary Form 05-102 and fill it out by hand.

Ensure all the required fields are filled in correctly. At the bottom of Form 05-102 is a section known as the Declaration Statement. You’ll need to sign and date below this section and/or check the checkbox (if provided) to attest that the information in the annual report is true and accurate to the best of your knowledge.

Step 3: Submit or mail your completed form

Once signed, submit your completed PIR through the Texas Comptroller Webfile system. You can also print and mail your form to:

Texas Comptroller of Public Accounts

P.O. Box 149348

Austin, TX 78714-9348

Once submitted, the Texas Comptroller office will forward the PIR to the Secretary of State.

How to file a Texas annual report with LegalZoom

If you’re filling out a PIR for the first time or are feeling unsure about the state-specific requirements, you can also opt to have LegalZoom file it for you. LegalZoom’s annual report service can provide peace of mind by helping you fill out all the required fields correctly and by your state’s due date.

When is the deadline to file a Texas annual report?

In Texas, annual reports must be filed by the annual franchise tax due date, which is May 15th. Even if you do not owe the Texas franchise tax, you’re still required to file an annual report.

What are the penalties for not filing a Public Information Report in Texas?

In Texas, failure to file any required tax report by the due date incurs a $50 late fee, regardless of whether you owe any taxes or not. 

But even more importantly, failure to file an annual report can have devastating consequences for your business. If you don’t file a PIR in Texas, you could forfeit your right to do business in the state, and any debts held by the business could become the responsibility of the owners, officers, directors, and managers.

Do all business entities need to file a Public Information Report in Texas?

Not all business entities need to file an annual report in Texas, but many do. If your entity was formed as a limited liability company, corporation, limited partnership, professional association, or financial institution and is organized in Texas, you need to file a PIR. Even if your business entity wasn’t organized in Texas, a PIR may still be required if it has a nexus in Texas, meaning it meets the requirements to be taxed by the state.

Certain business entities are exempt from filing an annual report. These include:

• Tax-exempt entities, such as 501(c) organizations or religious or charitable organizations
• Veteran-owned businesses not subject to franchise tax in their first five years of business
• Business entities organized outside of Texas, without a nexus in the state
• Businesses that qualify as passive entities under Texas law

FAQs

What is the Texas state franchise tax?

Almost all taxable entities are required to pay the Texas franchise tax, but the amount of the tax varies according to its reported earnings. If your business entity reports earnings below a certain threshold—known as the No Tax Due threshold—you will not owe any franchise tax. However, you are still required to file a Public Information Report even if you do not owe the Texas franchise tax.

Entities falling below this threshold were once required to file a No Tax Due reporting form. However, this filing requirement has been discontinued as of 2024.

Both the Texas annual report and franchise tax report are due annually on May 15.

Is a Public Information Report different from an Ownership Information Report?

If your business is a taxable entity that was formed as something other than an LLC, corporation, limited partnership, professional association, or financial institution, you’ll need to file an Ownership Information Report (OIR) instead of a PIR. 

OIRs and PIRs contain similar information and serve a similar purpose, but information on an Ownership Information Report is confidential, while information on a Public Information Report is publicly available via a Taxable Entity Search.

Can I amend a Public Information Report?

If you make a mistake on your report, you can file an amended PIR, but you may not always have to. For example, changes to your entity’s officers and directors that occur after you’ve filed your PIR don’t need to be amended. Instead, you can simply provide the updated officer and director information during your next annual filing.

Likewise, if you mistakenly list someone as an officer or director on your report who doesn’t actually hold that position, you don’t need to file an amended PIR. Instead, the individual in question can correct that mistake by filing a sworn statement with the comptroller’s office.

If the registered agent or registered office of your business changes, you cannot wait to update this information on your next PIR. Instead, you’ll need to file the change with the Texas Secretary of State using Form 401.

Do nonprofits need to file an annual report in Texas?

Nonprofits that have tax-exempt status—such as a 501(c)—do not need to file a Texas Annual Report. Instead, they’ll need to file a periodic report with the Secretary of State every four years.

Nonprofits that aren’t exempt from the franchise tax must file an annual report by May 15, just like any other taxable entity.