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Texas Business Entity Search: A Complete Guide to SOSDirect

Texas Business Entity Search: A Complete Guide to SOSDirect & the Comptroller

Texas is the only major American register you have to pay to search — and the only one where the free alternative lives at the tax office. The Secretary of State’s database, SOSDirect, sits behind a pre-funded account and charges a statutorily authorised $1.00 per search. The free public lookup is the Comptroller of Public Accounts’ Taxable Entity Search — a franchise-tax tool that has become, by accident of architecture, the de-facto public register of the second-largest state economy in America. No other state splits its company data this way, and misunderstanding the split is the single most common Texas due-diligence error.

The split runs deeper than search tools. Texas has two good standings — an entity can be active at the Secretary of State while forfeited at the Comptroller, unable to sue or sign enforceable contracts. Its officers and directors reach the public record not through a registry filing but through a tax form: the annual Public Information Report. And missing that report — even when zero tax is owed — triggers the sharpest compliance penalty of any state covered in this series: under Tax Code §171.255, the entity’s officers become personally liable for debts it incurs while forfeited.

All of this now matters far beyond Texas, because Texas is the other pole of the “Dexit” era: Tesla, SpaceX, Dillard’s and Coinbase have moved or announced moves from Delaware, a specialised Business Court opened in September 2024, and the Texas Stock Exchange began live trading this month — July 2026 — as the first new integrated national exchange since Nasdaq in 1971. This guide explains exactly what Texas company data exists, which register holds it, what’s free and what costs a dollar, how the PIR and franchise-tax machine work, and how to read a state whose public record is split down the middle. For the equivalent guides to comparable registries, see Delaware, Nevada — the other Dexit destination, California, Florida, the US Secretary of State entity search, and UK Companies House.

$1.00
Per search on SOSDirect — the only paid search among America’s major state registers
2 registers
The SOS holds the filings; the Comptroller runs the free search — and the real standing check
May 15
The Public Information Report deadline — the tax form that names Texas officers publicly
§171.255
The statute that makes officers personally liable when a forfeited entity keeps trading

How many companies are on the Texas register?

Texas publishes no standing statistics page with an active-entity total, so the honest scale reading comes from the federal formation series: Texas runs 46,000–50,000 new business applications a month (US Census, seasonally adjusted) — an annualised pace around 560,000, essentially level with California and second only to Florida. The scale is the point: the second-largest state economy, the second-most Fortune 500 headquarters in the country, and a register the public can only meter through a tax portal.

~47k
New business applications per month, early 2026 (US Census via FRED)
46,313
Applications in April 2026 — the most recent month in the May 2026 release
$300
To form an LLC or corporation — with no annual report owed to the SOS at all
None
Official active-entity statistics published at a fixed source by either agency
A note on the missing headline number

Circulating “total Texas entities” figures are third-party derivations — neither the Secretary of State nor the Comptroller publishes a standing active-entity statistic, and we don’t print one. The figures above are the US Census Bureau’s official Business Formation Statistics (seasonally adjusted, May 2026 release, retrieved via FRED), which measure formation intent through EIN applications — not completed registrations. Each number we print is labelled with what it actually measures.

The layers of Texas company data

Texas company data is split by design between two constitutional officers whose systems barely speak the same language — and read together, they cover more than either does alone. Four sources matter.

SOS
Secretary of State · the filing register (paid)
The Business & Public Filings Division holds the authoritative record: certificates of formation, amendments, registered agents, mergers, terminations — with imaged document copies. Its portal, SOSDirect, is open 24/7 behind a pre-funded account at $1.00 per search (statutorily authorised; no fee when placing an order or filing from your results). It also carries the UCC register. Certificates and certified copies are ordered here; filings arrive via SOSDirect, SOSUpload, mail, courier or in person — fax died on 15 September 2025.
sos.state.tx.us ↗
CPA
Comptroller of Public Accounts · the free front door
The franchise-tax authority runs the search everyone actually uses: the free Taxable Entity Search (Franchise Tax Account Status), queryable by entity name, 11-digit taxpayer number, 9-digit federal EIN, or SOS file number — no account, no fee. It returns the fields that decide most checks: franchise-tax standing, the right to transact business, SOS registration status and file number, registered agent, and state of formation — plus the officer and director data flowing in from Public Information Reports.
comptroller.texas.gov ↗
PIR
The Public Information Report · the people pipeline
Texas’s strangest structural fact: officers and directors reach the public record through an annual tax filing. The PIR (Form 05-102) — due 15 May from corporations, LLCs, LPs, professional associations and financial institutions — names the officers, directors and managing members with addresses, is filed with the Comptroller, forwarded to the SOS, and published. Its sibling, the Ownership Information Report filed by trusts and certain partnerships, is confidential — the register’s quietest asymmetry.
via the Comptroller ↗
EDGAR
SEC EDGAR · the Dexit & TXSE layer
Texas hosts the second-most Fortune 500 headquarters in America — and its listed layer is growing at the charter level too, as Tesla, SpaceX, Dillard’s and (per its November 2025 announcement) Coinbase moved their incorporations from Delaware. EDGAR carries their financials, governance and the reincorporation proxies — and with the Texas Stock Exchange live as of July 2026, the listing venue itself is now a Texas story.
sec.gov/edgar ↗

The county layer completes the map as everywhere in the US: assumed names for unincorporated sole traders and general partnerships live with county clerks, and neither form appears in the state systems unless it holds a tax permit — in which case the Comptroller’s sales-tax records catch what the SOS never sees.

What the two Texas searches actually give you

The working rule for every Texas check: start free at the Comptroller, spend the dollar at SOSDirect when you need the paper. Here is the full split:

The two Texas registers — the free one and the $1 one The tax office runs the free search; the filing agency meters its own — and the wall guards the owners. A Texas entity Corp, LLC, LP, series LLC — two agencies FREE · THE COMPTROLLER’S TAXABLE ENTITY SEARCH no account · no fee •  Franchise-tax standing & right to transact •  SOS registration status & file number •  Registered agent · state of formation •  PIR officers & directors, as filed •  Search by name, taxpayer number, SOS file number — or federal EIN •  The practical good-standing check •  Sole traders visible via tax permits PAID · SOSDIRECT · $1.00 PER SEARCH pre-funded account · 24/7 •  The full authoritative record — name, file number, type, dates, agent, status •  Imaged documents — formations & more •  Filing history & UCC register •  Certificates of fact — status •  Certified & plain copies •  No search fee when ordering THE WALL · WHAT NEITHER REGISTER SHOWS not collected / confidential •  Owners — no shareholder or beneficial-ownership data; the PIR names officers, not owners •  OIR entities — trusts & certain partnerships file the confidential report •  Financials — never filed; franchise-tax computations confidential The Texas pattern The free register is a tax tool — its “right to transact” flag is the standing check that matters. The dollar buys the paper: the record, the document images, the UCC and the certificates. The wall guards owners — officers arrive via the PIR; the people behind them appear nowhere.
Texas splits its public record: the Comptroller's free tax search carries standing and the PIR people data, while the Secretary of State's SOSDirect meters the authoritative record at $1.00 a search. Neither holds owners. Sources: Texas Secretary of State; Texas Comptroller of Public Accounts.

Reading a Texas record therefore means reading two systems:

  • The Comptroller answers “can I deal with this entity?” Free, no account: franchise-tax standing and the right to transact business, the SOS status and file number, the agent, the state of formation — and the officers and directors as last reported on the PIR. Uniquely among major states, it searches by federal EIN as well as by name, taxpayer number and file number.
  • SOSDirect answers “what exactly was filed?” One dollar per search: the authoritative entity record with management data, the imaged documents themselves — certificates of formation, amendments — the filing history, the UCC register, and the ordering channel for certificates and certified copies (the search fee is waived when you place an order from your results).
  • Two IDs, two certificates. Every Texas entity carries an SOS file number and an 11-digit Comptroller taxpayer number — and each agency issues its own standing document: the SOS certificate of fact — status versus the Comptroller’s certificate of account status. Lenders and closers routinely require both, because each is silent about the other agency’s view.
  • The trap the split creates: an entity can show active at the SOS while forfeited at the Comptroller — legally unable to sue or enforce its contracts. In Texas, the tax flag is the practical good standing. Check both, always.

For multi-state work, Texas pairs naturally with Delaware — the register its new courts and exchange are built to challenge — plus Nevada, the other Dexit destination, and California.

Every Texas company-data dataset, mapped

Across the Comptroller, the Secretary of State, the county clerks and SEC EDGAR, thirteen datasets matter for KYB. Texas’s mix is unique: the free tier is a tax system moonlighting as a register, the paid tier is genuinely rich — document images included — and the wall guards owners and the confidential OIR.

Texas registry data — access mix
6 Free
4 Paid
3 Not public
Free at point of use Paid ($1 searches, copies & certificates) Not public / confidential

Exactly what data is free, paid & withheld

The free tier answers standing and the people; the paid tier holds the authoritative paper; the wall covers the owners.

Free The Comptroller’s Taxable Entity Search · no account
$0
  • Franchise-tax standing & right to transact business
  • SOS registration status & file number
  • Registered agent & office
  • State of formation (the jurisdiction check)
  • Search by name, 11-digit taxpayer number, SOS file number — or 9-digit federal EIN
The free front door — and the real standing check: in Texas the Comptroller’s flags, not the SOS record, tell you whether an entity can lawfully do business today. The EIN search is unique among the registers in this series.
Free The PIR people layer — officers via the tax system
$0
  • Officers, directors & managing members with addresses
  • Principal office address
  • Filed annually (due 15 May) with the franchise-tax report
  • Cross-ownership declarations: whether listed people are also officers/directors of 10%+ owners
  • Published via the Comptroller; forwarded to the SOS
Texas’s people data arrives on Form 05-102 — a tax filing — from corporations, LLCs, LPs, professional associations and financial institutions. Freshness is annual at best, and a missed PIR is the forfeiture trigger, so the date on the data doubles as a compliance signal.
SOSDirect — the authoritative record & the paper
$1.00/search
  • Full entity record: name, file number, type, dates, agent, management data, status
  • Imaged filed documents — certificates of formation, amendments & more
  • Filing history & the UCC register
  • Certificates of fact (status) & certified / plain copies — ordered here
  • Pre-funded account; no search fee when placing an order; preclearance $50
The $1 search fee is statutorily authorised; certificate and copy fees are per the SOS schedule — confirm current amounts before ordering.
A paradox worth naming: Texas meters the search but sells the substance cheap — unlike New York or Nevada, the underlying document images are online inside SOSDirect once you’re in. The dollar is a turnstile, not a wall.
Not public Owners, OIRs & financials
Not available
  • Shareholders & beneficial owners — never collected
  • Ownership Information Reports (trusts, certain partnerships) — filed but confidential
  • Financial statements — never filed; franchise-tax returns confidential
The PIR names the operators; the owners behind them appear nowhere — and the entities most likely to carry opaque ownership file the confidential OIR instead. With the federal beneficial-ownership regime exempting US-formed entities since March 2025, no register fills the gap.

Dataset-by-dataset summary

The same data, viewed by source rather than access tier:

DatasetSourceCostWhat you get
Taxable Entity Search
the free front door
ComptrollerFreeFranchise-tax standing, right to transact business, SOS status & file number, agent, state of formation. Search by name, taxpayer number, file number or EIN.
PIR officers & directors
the people layer
Comptroller (Form 05-102)FreeOfficers, directors and managing members with addresses, refreshed annually by the 15 May filing — the tax form doubling as the register’s people pipeline.
Right to transact business
the real standing flag
ComptrollerFreeThe flag that decides whether the entity can sue and enforce contracts today — Texas’s practical good standing, independent of the SOS record.
Registered agent
statutory contact
Both agenciesFreeMandatory for every entity, with a physical Texas address — visible in the free search and on the SOS record.
Sales-tax permit holders
the sole-trader catch
ComptrollerFreeSole proprietors and GPs invisible to the SOS surface here when they hold a permit — a layer no SOS-only state offers.
SEC EDGAR filings
listed & Dexit layer
SECFreeFinancials, governance and the reincorporation proxies of the arrivals — Tesla, SpaceX, Dillard’s, Coinbase — plus, from July 2026, listings bound for the Texas Stock Exchange.
SOSDirect entity record
the authoritative file
SOS$1.00The full record with management data and filing history — per search, from a pre-funded account, 24/7.
Imaged documents
the underlying paper
SOS (SOSDirect)PaidCertificates of formation, amendments and other statutory filings, viewable as images — richer than most rivals’ paid tiers.
UCC financing statements
secured interests
SOS (SOSDirect)PaidThe secured-interest register, searchable inside the same $1 system.
Certificates & copies
standing proof
SOS + ComptrollerPaidTwo documents for two standings: the SOS certificate of fact — status, and the Comptroller’s certificate of account status. Serious closings require both.
Shareholders & beneficial owners
ownership chain
Not collectedNo ownership or UBO data at state level; the federal regime exempts US-formed entities. The structural gap.
Ownership Information Reports
the confidential sibling
Comptroller (Form 05-167)ConfidentialTrusts and certain partnerships file ownership data — which the Comptroller keeps confidential. Filed, but never public.
Financials & tax returns
the money
ComptrollerConfidentialNo accounts filing exists; franchise-tax computations are confidential. EDGAR covers the listed minority.

Six free, four paid, three not public. The free tier — a tax system — answers standing and names the operators; the dollar tier holds the authoritative paper, document images included; and the wall sits over the owners, with the confidential OIR as Texas’s distinctive twist. Sources: Texas Secretary of State; Texas Comptroller of Public Accounts; SEC EDGAR (verified July 2026).

The Texas company identifiers

Texas’s two-agency architecture gives every entity two native identifiers — and knowing which system each unlocks is half of working the state.

IdentifierIssuerFormatWhat it’s for
SOS file numberTexas Secretary of StateNumeric (6–10 digits)The filing register’s key, assigned at formation or registration — the handle for SOSDirect records, document orders and certificates of fact. Also a search field in the Comptroller’s free tool, bridging the two systems.
Taxpayer numberTexas Comptroller11 digitsThe franchise-tax identifier — the Comptroller’s own key for the same entity, and the anchor of the free search. Two agencies, two numbers, one company: the classic Texas confusion, resolved by using each number in its own system.
EIN (Federal Employer Identification Number)US Internal Revenue Service2 digits + hyphen + 7The federal tax identifier — and in Texas, uniquely among the registers in this series, a search key: the Comptroller’s free tool queries by 9-digit EIN, making Texas the one state where the federal number resolves directly to the state record.
SEC Central Index Key (CIK)US SECup to 10 digitsThe identifier for SEC filers — the gateway to the financials and the reincorporation proxies of the Dexit arrivals, and to the listing documents of the TXSE era.
LEI (Legal Entity Identifier)GLEIF / accredited LOU20-character (ISO 17442)The global financial-market identifier — increasingly present as Texas’s energy, financial and newly-arrived listed entities interact with markets worldwide.

For production Texas KYB: resolve free on the taxpayer number or EIN at the Comptroller, carry the SOS file number across to SOSDirect for the paper, and pull the CIK for anything listed. The EIN bridge deserves emphasis — for US onboarding flows that start from a W-9, Texas is the one state where that number opens the state record directly.

Worked example: the Dexit arrival at scale

The defining Texas record of the era is the reincorporated giant — and the biggest of them all led the way:

Worked example · Delaware-to-Texas reincorporation Tesla, Inc.
Legal form
Texas corporation (reincorporated from Delaware, 2024)
The trigger
Delaware Chancery’s ruling on the CEO’s compensation package
The route
Shareholder vote, 2024 — documented in SEC proxy filings
The company it kept
SpaceX, Zion Oil & Gas & Dillard’s completed by Sept 2025; Coinbase announced Nov 2025
Register shows
SOS record & Comptroller standing + PIR officers
The infrastructure
Business Court (2024) & the TXSE (trading since July 2026)
Tesla’s 2024 move from Delaware to Texas — approved by shareholder vote after the Chancery ruling on its CEO’s pay — opened the Texas leg of the Dexit era, and the state built the rails behind it: a specialised Business Court hearing cases from September 2024, SB 29’s codified corporate-law package in May 2025, and a home-state stock exchange live from July 2026. For a KYB analyst the practical lesson matches Nevada’s: charters move now — re-verify the state of formation before trusting an old file. Facts from primary legal and news sources, 2024–2026.

And here is the entity Texas forms in the tens of thousands every month — the domestic LLC, where the state’s cheap formation and its tax-office compliance machine both show:

Worked example · domestic Texas form A typical Texas LLC
Legal form
Domestic Limited Liability Company
Formation fee
$300 (Certificate of Formation)
Annual to the SOS
Nothing — no annual report exists
Annual to the Comptroller
PIR by 15 May; franchise tax only above $2.65M revenue
Register shows
Standing, agent & PIR officers/managers — no members as owners
The trap
Skip the $0-due PIR → forfeiture → personal liability (§171.255)
The Texas bargain inverted from Nevada’s: cheap to hold — $300 once, nothing annually to the SOS, and no franchise tax below $2.65 million of revenue — but policed entirely through the tax system, where missing even a zero-dollar Public Information Report forfeits the right to transact business and, under Tax Code §171.255, exposes officers personally to debts the entity incurs while forfeited. The cheapest standing in this series carries the sharpest penalty. Fees and thresholds verified against 2026 sources; confirm current amounts before filing.

The ownership story — officers by tax form, owners by nobody

Texas’s ownership picture is defined by its strangest structural choice: the people data lives in the tax system, and the ownership data — where it exists at all — is confidential by statute.

What is public: the PIR layer. Every corporation, LLC, limited partnership, professional association and financial institution names its officers, directors and managing members annually on the Public Information Report — with addresses, plus a disclosure most states never ask for: whether any of those individuals are also officers or directors of another entity owning 10% or more of the filer. That cross-ownership question is a genuine group-structure signal, unique in this series. The data is published through the Comptroller’s search and forwarded to the SOS.

What is filed but secret: the OIR. Taxable entities outside the PIR categories — trusts, certain partnerships, joint ventures — file the Ownership Information Report instead, which actually contains ownership data… and is confidential. Texas collects more ownership information than most states and publishes less of it: the entities most likely to carry layered ownership are precisely the ones whose reports the public never sees.

What nobody holds: beneficial owners. Texas collects no shareholder or beneficial-ownership data at state level, and since FinCEN’s March 2025 rule exempted US-formed entities, no federal register covers the gap. For a domestic Texas entity, ownership must be established the analyst’s way: entity documents from the counterparty, the PIR’s 10% cross-ownership answers, SEC filings where listed, UCC and litigation trails, and cross-jurisdiction linkage.

The Dexit dimension cuts the other way here. The charters arriving from Delaware — Tesla, SpaceX, Dillard’s, Coinbase — are overwhelmingly SEC reporters whose ownership transparency comes from securities law: 13D/G filings, proxies and 10-Ks disclose what no state asks. And the state is building for exactly that clientele: SB 29’s May 2025 package codified business-judgment protections, derivative thresholds, jury waivers and exclusive-forum provisions; the Business Court supplies the specialist forum; and the TXSE now supplies the venue. Texas is assembling Delaware’s entire stack — law, court, exchange — with one deliberate omission: nobody’s building an ownership register.

Texas’s economy — what the registers sit under

The scale beneath the two-register system is immense — and its structure explains both the volume and the politics:

MeasureScaleWhat it means for KYB
Economic weightThe second-largest state economy; second-most Fortune 500 HQsA vast, high-value counterparty population — energy, technology, finance, logistics — whose public record is split across two agencies. Sources: US BEA; Fortune 500 counts as widely reported.
Formation flow~46,000–50,000 applications a month (early 2026)Essentially level with California, second behind Florida — $300 formation, no SOS annual report and no income tax keep the pipeline full. Source: US Census BFS via FRED.
The tax postureNo personal or corporate income tax; margin tax above $2.65MThe franchise (“margin”) tax under Tax Code Ch. 171 reaches only entities above the no-tax-due threshold ($2.65M for 2026–27 reports; $2.47M for 2024–25) — but its reporting reaches everyone, which is how the tax system became the register. Source: Texas Comptroller via 2026 practitioner sources.
The Dexit inflowTesla (2024) → SpaceX, Dillard’s (by Sept 2025) → Coinbase (announced Nov 2025)By mid-April 2026, Texas had already exceeded its full-2025 reincorporation count — the fastest-compounding arrival curve of the era. Re-verify any counterparty’s state of formation. Sources: Harvard Law CorpGov; Akin; Bloomberg Law.
The infrastructure build-outBusiness Court (2024) + SB 29 (2025) + TXSE (2026)A specialised court hearing cases since 1 September 2024, a codified corporate-law package, and a home-state exchange live since July 2026 — the full Delaware challenge, assembled in three years. Sources: Norton Rose Fulbright; White & Case; Venable; TXSE.

API and bulk data feeds — the four real paths

For production KYB or onboarding integrations needing structured Texas company data at scale, four access paths exist — and the two-agency split shapes all of them.

Path 1 — The Comptroller’s free search

Per-entity lookups by name, taxpayer number, SOS file number or EIN, returning standing, the right-to-transact flag, agent, state of formation and the PIR people data — free, no account. It is the correct first call in every Texas workflow, and the EIN key makes it unusually automatable from onboarding data. It is a lookup tool, though: no bulk export, no public API.

Path 2 — SOSDirect

The authoritative record at $1.00 per search from a pre-funded account — entity details, management data, filing history, imaged documents, UCC, and the ordering channel for certificates and copies. The per-search meter makes it a poor fit for high-volume screening but a rich source for the deep file on entities that matter: uniquely among the paid tiers in this series, the underlying paper is viewable online.

Path 3 — SEC EDGAR (for the Dexit & TXSE layer)

For Texas’s enormous listed population — resident giants and Delaware arrivals alike — EDGAR’s free APIs and bulk data carry the financials, governance, ownership disclosures and reincorporation proxies. With corporate listings on the TXSE slated from late 2026, the exchange layer itself is becoming a Texas dataset.

Path 4 — commercial multi-jurisdiction APIs and bulk feeds

For teams needing Texas alongside the other 49 states and 100+ countries on one schema, commercial providers unify what the state splits: the SOS record and the Comptroller standing joined into one profile, with the PIR people, the UCC trail and each entity’s out-of-state appearances. Zephira’s Texas data is sourced directly from both official registers with Data Provenance attribution on every field, joined to all 50 US states, Canada, Mexico, and 100+ other jurisdictions on a single data model — with bulk delivery via S3 or SFTP for batch enrichment and offline analytics.

Texas entity types — what each one means for KYB

Texas registers the familiar forms with two local specialities — the series LLC and the tax-exempt boundary — and one great absence:

FormCategoryNotes
LLCLimited liability companyThe workhorse: $300 Certificate of Formation, no SOS annual report, PIR to the Comptroller by 15 May naming managers/managing members, franchise tax only above the no-tax-due threshold. Members as owners are not disclosed.
Series LLCCompartmentalised LLCTexas is a leading series-LLC state: one filing, multiple liability-shielded compartments. The register shows the parent; the series structure lives in the governing documents — review them, because the record alone won’t reveal which compartment you’re dealing with.
Corporation (Inc.)Business corporation$300 formation. PIR names officers and directors annually. The form the Dexit arrivals take — and the form SB 29’s protections and the Business Court were built for.
LP / LLPPartnerships (registered)Registered with the SOS; LPs file PIRs. The LLP is standard for Texas professional firms.
Nonprofit corporationNon-profit$25 formation — a fraction of the for-profit fee. Registered and searchable; charitable solicitation obligations are separate.
Trusts & certain partnershipsThe OIR classTaxable but outside the PIR categories — they file the confidential Ownership Information Report. Public visibility: standing flags only. Treat an OIR-class counterparty as a documents-required case by default.
Foreign entityOut-of-state registrationsAn entity formed elsewhere must register before transacting business in Texas (BOC Chapter 9; Form 304 for LLCs) — at $750, two and a half times the domestic fee, with a certificate of good standing from the home state and a 90-day grace period after first doing business. The late penalty is severe: the $750 fee multiplied by each year, or partial year, of unregistered operation — with sanctions running up to being barred from Texas business. Foreign entities file PIRs too, so their officers appear on this register alongside the home state’s. Distinct from the Dexit reincorporations, which become domestic Texas charters.
Assumed names (entity DBAs)State-level since 2019A registered entity trading under a name other than its legal one files an assumed name certificate with the Secretary of State (TBCC §71.103; Form 503, $25, 10-year maximum term, new certificate within 60 days of a material change). HB 3609 eliminated the old county-level duplicate filing for entities from 1 September 2019 — a date that separates current guides from stale ones. A foreign entity whose legal name is taken can adopt an assumed name to register.
Sole proprietorship / GP + DBAsUnregistered / county layerNot at the SOS; their assumed names live with county clerks — in the principal-office county, or each county of business if there’s no Texas office. The Texas twist: natural-person sole traders and GPs are exempt from franchise tax — but those holding sales-tax permits surface in the Comptroller’s systems, giving Texas a partial view of the layer other states lose entirely.

When a Texas entity lapses — forfeiture, the 120 days, and §171.255

Texas enforcement runs entirely through the tax system — and it is the harshest in this series, because it doesn’t just kill the entity: it reaches the people. The lifecycle:

StageWhat happensWhat you see on the record
The standing obligationsNothing to the SOS — ever. To the Comptroller: the franchise-tax report (only above the no-tax-due threshold: $2.65M for 2026–27) and the PIR, from everyone, by 15 May. Late filing: $50 flat penalty; late payment 5% (10% past 30 days).“Active” right to transact business on the Comptroller search; current PIR people data.
Missing the report — forfeiture of privilegesUnder Tax Code §§171.251–.252 the Comptroller forfeits the entity’s corporate privileges: it cannot sue or defend in Texas courts, cannot obtain its standing certificate — and under §171.255, its directors, officers and managing members become personally liable for debts the entity incurs during forfeiture. The liability shield — the entire point of the entity — is suspended over an unfiled form.The right-to-transact flag flips on the free Comptroller search — while the SOS record can still read active. This is why the tax search is the real standing check.
120 days on — forfeiture of the charterIf uncured 120 days after notice, the Comptroller certifies the entity to the Secretary of State, who forfeits the certificate of formation or registration itself.Status changes to forfeited in the public records of both systems.
ReinstatementCure the delinquency, request a Tax Clearance Letter from the Comptroller (Form 05-377; typically weeks), then file the reinstatement application with the SOS (Form 801) plus its fee.Status returns to active; the forfeiture episode remains legible — and the §171.255 exposure for the forfeiture window doesn’t retroactively vanish.

The reading discipline: in Texas, standing is a tax concept. Check the Comptroller first and always; treat an SOS-active record with a forfeited tax status as the serious red flag it is (the entity literally cannot enforce the contract you’re about to sign); and read the PIR date as a compliance pulse — a current one means the machine is being fed. For counterparty officers, §171.255 cuts both ways: it is also a diligence question about them, since debts contracted by a forfeited entity may sit on its people personally.

What the Texas registers don’t tell you

Read together, the two systems cover more than most single registers — but the gaps are structural, and the split itself creates a few of them:

  • No owners. Shareholders and beneficial owners are never collected. The PIR names operators; LLC members appear as managing members only when they manage; and the 10% cross-ownership question, useful as it is, catches only officer-director overlaps — not the ownership chain itself.
  • The OIR blind spot. The entities that do file ownership data — trusts and certain partnerships — file it confidentially. For the OIR class, public Texas data is standing flags and nothing more.
  • Two systems can disagree. SOS-active with Comptroller-forfeited is a real and common state. Neither record warns you about the other; only checking both does.
  • Freshness is annual, and tax-cadenced. The PIR is a yearly snapshot due 15 May — officer data can be nearly a year stale on the day it’s filed fresh, and the calendar clusters every entity’s update in the same season.
  • The search meter shapes behaviour. Because SOSDirect charges per search, casual verification stops at the Comptroller — whose record is thinner. Plenty of “Texas checks” in the wild have never actually seen the authoritative SOS file. Budget the dollar for anything that matters.
  • Series LLCs hide their compartments. The register shows one entity; the liability-shielded series inside it live in governing documents the state never sees. Ask for them.
  • No financials. Private entities file no accounts, and franchise-tax computations are confidential. The listed layer lives in EDGAR; the rest is dark.
  • The county layer. Sole traders and GPs live with county clerks — though Texas partially redeems this: those holding sales-tax permits surface in the Comptroller’s systems.

Where the substance actually lives

The practical map of which layer sits where:

Data layerWhere it livesPublic?
Standing, right to transact, agent, formation stateComptroller (Taxable Entity Search)Yes — free, incl. EIN search
Officers, directors, managing membersComptroller (PIR) → SOSYes — free; annual freshness
Authoritative entity record & filing historySOS (SOSDirect)Paid — $1.00/search
Imaged filed documentsSOS (SOSDirect)Paid
UCC liensSOS (SOSDirect)Paid
Certificates (fact–status / account status)SOS + ComptrollerPaid — one from each agency
Shareholders & beneficial ownersNever collected
Ownership Information ReportsComptrollerNo — confidential by statute
Financials, governance, ownership (listed)SEC EDGARYes — public companies only
Franchise-tax returnsComptrollerNo — confidential
Sole-trader & GP DBAsCounty clerks (+ Comptroller permits)County-by-county / permit search

The practical takeaway: free Texas answers standing and the operators; one dollar answers what was actually filed; and the ownership question is structurally unanswerable from public records — assembled instead from entity documents, the PIR’s cross-ownership answers, EDGAR, and cross-jurisdiction linkage with provenance.

The ownership wall, the forfeiture trap and sanctions

Texas concentrates a distinctive risk pair: the standard American ownership wall, plus a standing regime whose failure mode implicates the counterparty’s people personally.

The OFAC 50 Percent Rule

The Treasury’s Office of Foreign Assets Control maintains the SDN List and the broader Consolidated Sanctions List — free, official, downloadable, with fuzzy matching. US persons are broadly prohibited from dealing with anyone on them, and OFAC’s 50 Percent Rule extends blocking to any entity owned 50%+ by blocked persons, directly or indirectly — even if its own name appears nowhere. In Texas the exposure concentrates in the OIR class: the trusts and layered partnerships whose ownership filings exist but are confidential are precisely where a blocking interest could sit closest to the surface while remaining invisible. Screen the entity and every PIR-listed person — and treat the ownership chain as an open question the registers cannot close.

The Texas-specific risk: contracting with a forfeited entity

The two-standings problem is not clerical. An entity forfeited at the Comptroller cannot sue or defend in Texas courts — your contract with it may be unenforceable by the counterparty at exactly the moment you need performance — and its officers are accruing personal liability under §171.255 for what it incurs. The discipline: run the free Comptroller check on every Texas counterparty at onboarding and at signing, require both standing certificates for material transactions, and read a forfeiture-and-reinstatement episode in the history as what it is — a period when the machine wasn’t being fed.

What this means for a KYB workflow

For a Texas entity: resolve free at the Comptroller (by EIN where you have it); read the standing flags and the PIR people; spend the dollar at SOSDirect for the authoritative record and documents on anything material; screen all parties against the OFAC lists; check the UCC; pull EDGAR for the listed and the Dexit arrivals; verify the state of formation on anything last checked before 2024; and build ownership from outside the registers — documents, cross-ownership answers, linkage — because inside them, by design, it isn’t there.

Where Zephira sources Texas data from — directly

The most important question for any Texas company-data provider is the source — doubly so here, where the record is split. Zephira goes direct to both official registers and unifies them, with source attribution on every field.

LayerDirect government sourceUpdate cadence
Authoritative entity record (name, file number, type, dates, agent, status)Texas Secretary of StateAs filings are processed
Franchise-tax standing & right to transact businessTexas ComptrollerOngoing
Officers, directors & managing membersTexas Comptroller (PIR) / SOSAnnual filing cycle
UCC financing statementsTexas SOSOn filing
Financials, governance & ownership (listed)SEC EDGAROn filing
Sanctions screening (SDN, Consolidated)OFAC (US Treasury)As published — often weekly
Formation-flow statisticsUS Census Bureau (BFS)Monthly
Legal Entity IdentifierGLEIF / accredited LOUEvent-driven

Every record carries a Data Provenance panel naming the specific official source and the timestamp of the last refresh. The two Texas standings are shown side by side — never merged into a single misleading flag — and where Texas collects nothing or keeps it confidential, Zephira says so rather than inventing it.

Recent and ongoing developments

Texas’s registry decade is the story of a state building Delaware’s entire corporate stack — court, code, exchange — in three legislative years, while the arrivals compounded. All dates verified from primary and top-tier legal sources.

2024The turn
Tesla leads the Texas exit
After the Delaware Chancery ruling on its CEO’s compensation package, Tesla moved its incorporation from Delaware to Texas by shareholder vote — the highest-profile reincorporation in American history, and the opening of the Texas leg of the Dexit era.
1 September 2024Opened
The Texas Business Court hears its first cases
Created by HB 19 (Government Code Ch. 25A), the specialised court opened with five of its eleven divisions active — Dallas, Austin, San Antonio, Fort Worth and Houston — each with two governor-appointed judges, and the new Fifteenth Court of Appeals above it with statewide jurisdiction. Hundreds of cases were filed in year one; the remaining divisions gain judges from July 2026, and the appellate justices stand for election from 2026.
March–May 2025Enacted
The federal exemption — and SB 29
FinCEN’s March 2025 rule exempted US-formed entities from beneficial-ownership reporting, leaving Texas’s never-collected ownership layer uncovered by any register. In May, SB 29 codified the corporate package — business-judgment protections, derivative thresholds, jury waivers, exclusive-forum provisions — sharpening the pitch to boards weighing an exit from Delaware.
Sept–Nov 2025Compounding
The arrivals accelerate — and the exchange is approved
By September 2025, SpaceX, Zion Oil & Gas and Dillard’s had completed their moves. On 30 September the SEC approved the Texas Stock Exchange — the first new integrated national exchange since Nasdaq in 1971, Dallas-based, with a record $275 million raised. On 12 November, Coinbase announced its own reincorporation to Texas, citing the code-based corporate law, the less litigious forum, and the absence of Delaware’s franchise tax.
July 2026Live now
The TXSE trades — and Texas leads the count
The Texas Stock Exchange commenced live trading in a phased July rollout — test symbols from the 6th, production trading following — with ETP listings slated for Q3 2026, corporate listings Q4, and IPOs in 2027. By mid-April 2026, Texas reincorporations had already exceeded the state’s full-2025 count. Separately, the SOS modernised its intake: fax filings ended 15 September 2025.
OngoingWatch
The open questions
Whether the Business Court’s remaining divisions and the 2026 appellate elections entrench the forum; whether TXSE corporate listings and 2027 IPOs make the venue stick; whether Delaware’s counter-amendments slow the outflow; and whether the federal ownership exemption survives its final rulemaking. Each moves what a Texas record means. Verify current positions before relying on them.

Texas registry activity — verified primary-source statistics

With no standing statistics page at either agency, the honest statistical picture comes from the US Census Bureau’s Business Formation Statistics — plus the state’s own fee architecture, which tells its story in three numbers.

The monthly formation pulse

New business applications in Texas, by month · US Census BFS via FRED
EIN applications, seasonally adjusted — the five most recent months (May 2026 release)
Dec 2025
47,752
Jan 2026
49,879
Feb 2026
46,125
Mar 2026
45,763
Apr 2026
46,313
A steady 46,000–50,000 applications a month — roughly 560,000 a year annualised, essentially level with California and second behind Florida. Source: US Census Bureau, Business Formation Statistics (via FRED, May 2026 release), seasonally adjusted.
What this series counts: applications for an Employer Identification Number — formation intent, not completed SOS registrations. It is the only official monthly series for Texas formation, which is why we chart it rather than a derived “new companies” number. Source: US Census Bureau BFS.

The price of the register — Texas’s three numbers

What Texas charges · verified fee architecture, 2026
Formation, standing and search — the whole model
Certificate of Formation (LLC / corp)
$300
Nonprofit formation
$25
Annual report to the SOS
$0 — none exists
Franchise tax below $2.65M revenue
$0 — PIR only
One SOSDirect search
$1.00
The inverse of Nevada’s model: Texas charges once at the door ($300), then nothing annually for most entities — no SOS report, no tax below the threshold, just the free-to-file PIR — and monetises the search instead, at a dollar a look. Cheap to hold, metered to inspect. Sources: Texas SOS; Texas Comptroller; corroborated across 2026 practitioner sources.
Why it matters for KYB: with no annual fee machine sweeping the register, dead Texas entities linger until the PIR lapse catches them — so the forfeiture flags and PIR dates, not the mere existence of a record, carry the signal. Sources: Texas SOS; Texas Comptroller.
A note on the figures

The monthly application counts are the US Census Bureau’s official Business Formation Statistics, seasonally adjusted, retrieved via FRED from the May 2026 release — current through April 2026. Fee figures are the agencies’ schedules as corroborated across multiple current sources; confirm amounts before filing or ordering. We deliberately do not print a “total Texas entities” figure: neither agency publishes one, and every circulating total is a third-party derivation. Each number above is labelled with what it measures.

Texas registry data in regional context

How Texas’s access regime compares to the states it competes with — and the international benchmark:

JurisdictionRegistry structureFree basic dataPeople & ownership access
Texas (USA)Split register: SOS (filings, $1/search) + Comptroller (free tax search)Free at the Comptroller: standing, right to transact, agent, formation state — searchable by EIN. The authoritative SOS record is $1.00/searchOfficers, directors & managing members named free via the annual PIR — but no owners; trusts’ ownership reports filed confidentially
Delaware (USA)State register (Division of Corporations)Free entity search — but status is paidNone — no people or owner data; privacy is the product
Nevada (USA)State register (SOS / SilverFlume)Free search incl. person-search by officer or agentOfficers & managers named free, annually, with history — no owners
California (USA)State register (SOS / bizfile Online)Free search incl. 3 standing flags, 17M+ document images & UCCOfficers, directors, members & managers named free — no owners
Florida (USA)State register (Division of Corporations / Sunbiz)Free search incl. status, FEI/EIN & document imagesOfficers, directors & managers named and person-searchable
UK1 national (Companies House)Full profile free, incl. directors and accountsPublic — PSC (people with significant control) register

Texas sits alone in the table’s structure column — the only split register, the only metered search, and the only state whose people data arrives by tax form. Yet read functionally, it lands mid-pack on transparency: more people data than Delaware or New York, less searchable than Nevada or Florida, with document images that beat both havens — behind a turnstile. The Dexit era is the wildcard: as the listed arrivals compound and the TXSE matures, an ever-larger share of the register’s substance will live in EDGAR and exchange disclosures rather than in either state system. For KYB the conclusion is the one this guide has repeated throughout: check both registers, spend the dollar when it matters, and build ownership from outside — because inside, it was never collected.

Texas company data, your way

Both Texas registers — the SOS record & the Comptroller’s standing, with PIR officers & directors — unified and joined to SEC filings and 100+ jurisdictions, with Data Provenance on every field.

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Frequently asked questions

How do I search for a Texas company for free?

Use the Texas Comptroller’s Taxable Entity Search (Franchise Tax Account Status) — free, no account, at comptroller.texas.gov. Search by entity name, 11-digit taxpayer number, Texas SOS file number, or 9-digit federal EIN. It returns the franchise-tax standing and the right to transact business, the SOS registration status and file number, the registered agent, the state of formation — and the officers and directors reported on the entity’s Public Information Reports. The Secretary of State’s own database, SOSDirect, is the paid alternative at $1.00 per search; for most checks, the Comptroller answers first and free.

Why does the Texas SOS charge $1 per search?

The fee is statutorily authorised — SOSDirect operates behind a pre-funded account at $1.00 per search, 24 hours a day, with the fee waived when you place an order or filing from your search results. What the dollar buys is the authoritative layer: the full entity record with management data, the filing history, imaged copies of the filed documents themselves — certificates of formation, amendments — the UCC register, and the ordering channel for certificates and certified copies. Texas meters the search but serves the substance: unlike New York or Nevada, the underlying paper is viewable online once you’re in.

What is the Texas Public Information Report (PIR)?

The annual filing — Form 05-102, due 15 May — through which Texas officers and directors reach the public record. Corporations, LLCs, limited partnerships, professional associations and financial institutions file it with the Comptroller alongside the franchise-tax report; it names the officers, directors or managing members with addresses and the principal office, asks whether any of those people are also officers or directors of another entity owning 10% or more of the filer, is forwarded to the Secretary of State, and is published. Entities outside those categories — trusts and certain partnerships — file the Ownership Information Report instead, which is confidential. Even entities owing $0 in tax must file the PIR — and missing it has teeth.

What happens if a Texas company misses its franchise tax report or PIR?

The sharpest penalty of any US state register. Under Tax Code §§171.251–.252, the Comptroller forfeits the entity’s corporate privileges: it cannot sue or defend in Texas courts and cannot obtain a standing certificate. Under §171.255, its directors, officers and managing members become personally liable for debts the entity incurs during forfeiture — the liability shield is suspended over an unfiled form. If uncured 120 days after notice, the Comptroller certifies the entity to the Secretary of State, which forfeits the charter itself; the status reads “forfeited” in public records. Reinstatement requires curing the delinquency, a Tax Clearance Letter (Form 05-377), and an SOS reinstatement filing (Form 801).

Does Texas have a state income tax or franchise tax?

Texas has no personal income tax and no conventional corporate income tax. Its statewide business levy is the franchise tax — often called the margin tax — under Tax Code Chapter 171, calculated on taxable margin rather than income. Most businesses owe nothing: for reports due in 2026 and 2027 the no-tax-due threshold is $2.65 million in annualised total revenue (it was $2.47 million for 2024–25), and entities below it file no tax computation at all since the No Tax Due Report was abolished in 2024. What everyone still files is the Public Information Report — the reporting obligation, not the tax, is what makes the Comptroller’s system Texas’s de-facto register.

Why can a Texas company be “active” at the SOS but forfeited at the Comptroller?

Because Texas runs two independent systems with two independent standings. The Secretary of State’s record reflects the filing history; the Comptroller’s reflects franchise-tax compliance — and only the Comptroller’s forfeiture strips the practical rights (suing, defending, obtaining certificates). Each agency also issues its own standing document: the SOS certificate of fact — status versus the Comptroller’s certificate of account status. An entity can hold the first and be denied the second. The rule for due diligence: check both, and treat the Comptroller’s right-to-transact flag as the standing that matters.

Is Tesla really a Texas company now — and what is “Dexit”?

Yes — Tesla moved its state of incorporation from Delaware to Texas by shareholder vote in 2024, after the Delaware Chancery ruling on its CEO’s compensation package, and the move opened the Texas leg of “Dexit”: the wave of reincorporations out of Delaware. SpaceX, Zion Oil & Gas and Dillard’s completed their moves by September 2025; Coinbase announced its own in November 2025, citing Texas’s code-based corporate law and the absence of Delaware’s franchise tax; and by mid-April 2026 Texas had already exceeded its full-2025 reincorporation count. The state built the rails deliberately: the Business Court (2024), SB 29’s corporate-law package (2025), and the Texas Stock Exchange (trading from July 2026).

What is the Texas Business Court?

A specialised trial court for complex commercial disputes, created by HB 19 (Government Code Chapter 25A), which began hearing cases on 1 September 2024 — Texas’s direct answer to Delaware’s Court of Chancery. It opened with five of eleven regional divisions active (Dallas, Austin, San Antonio, Fort Worth, Houston), each with two governor-appointed judges, with the remaining divisions gaining judges from July 2026. Above it sits the new Fifteenth Court of Appeals with statewide jurisdiction over its appeals. Hundreds of cases were filed in the first year — and for company-registry purposes, the court is half of the pitch (with SB 29 and the TXSE) drawing reincorporations to the state.

What is the Texas Stock Exchange (TXSE)?

The first new fully-integrated national securities exchange since Nasdaq in 1971 — Dallas-based, SEC-approved on 30 September 2025, and live as of July 2026, when it commenced trading in a phased rollout (test symbols from 6 July, production trading following, with all symbols targeted by month-end). It launched with a record $275 million raised, backing from major financial institutions, and a roadmap of exchange-traded product listings in Q3 2026, corporate listings in Q4, and IPOs from 2027. For Texas company data it marks a new layer: exchange listing disclosures joining the SOS, the Comptroller and EDGAR as sources on Texas-connected entities.

Can I access Texas company data via API or in bulk?

Neither agency offers a free public API: the Comptroller’s search is a per-entity lookup and SOSDirect is metered per search. For programmatic access, the Zephira REST API returns the unified Texas profile in JSON — the authoritative SOS record and the Comptroller’s standing side by side, with the PIR officers and directors — sourced directly from both official registers with Data Provenance on every field, joined to SEC EDGAR and to all 50 US states and 100+ jurisdictions, with bulk delivery via S3 or SFTP. For broader checks, see free company verification.

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