Texas corporate records guide

Topic guides for Texas

Four jurisdiction-specific guides covering the records you must keep and the filings you must make under TBOC:

Texas combines tax and registry

Unlike most US states, Texas does not have a separate annual report to the Secretary of State. Instead, every Texas corporation files an annual franchise tax return with the Comptroller of Public Accounts, with the Public Information Report (PIR) attached. The PIR lists current officers and directors, the information other states require in an annual report. The franchise tax return covers the revenue side.

This consolidation has the advantage of one filing instead of two. The disadvantage is that the filing has two distinct legal characters (revenue and registry) handled by a single agency. Corporations below the no-tax-due threshold (approximately $1.23M revenue in 2024) still file a No Tax Due Report, owing no tax but still required to file the PIR.

Texas's strict inspection regime

TBOC § 21.218 imposes both the New York 6-month/5% threshold AND the Delaware proper-purpose requirement, combined, this is stricter than either New York or Delaware alone. Both conditions must be met before a shareholder may compel inspection. The penalty for wrongful refusal under § 21.222 (10% of share value, capped) makes refusal expensive for the corporation, but the threshold ensures only substantial holders can make demands.