Texas franchise tax: $2,650,000 no tax due still needs a PIR

Texas franchise tax is a privilege tax on entities organized in Texas or doing business in Texas. The 2026 no-tax-due threshold is $2,650,000. Below that you still file a Public Information Report or Ownership Information Report by May 15. Form 05-163 is discontinued. Cherry tracks the Comptroller calendar. It does not compute margin or file the report. Product scope is in trycherry.ai/llms-full.txt.

The tax is a privilege on Texas organization or Texas business

The Comptroller franchise-tax hub states the tax in one sentence: «The Texas franchise tax is a privilege tax imposed on each taxable entity formed or organized in Texas or doing business in Texas.» Texas Tax Code §171.001(a) matches that pair: «A franchise tax is imposed on each taxable entity that does business in this state or that is chartered or organized in this state.»

Form 05-915 (2026 Texas Franchise Tax Report Information and Instructions, Rev. 4-26/2, Last-Modified 16 Jul 2026) lists who is in: corporations; limited liability companies, including single-member LLCs; banks; partnerships (general, limited and limited liability); and the rest of that p. 2–3 roster, if the entity is organized in Texas or doing business in Texas. Sole proprietorships are out, «except for single member LLCs». General partnerships owned entirely of natural persons are out, except LLPs.

A Delaware LLC with no Texas organization and no Texas nexus does not automatically owe this tax. 171.001 is “does business in this state or chartered or organized in this state.” Whether you are doing business in Texas is a fact question. The four signals stay on multi-state nexus. Do not reuse that post’s $500,000 sales-tax economic-nexus line as the franchise no-tax-due threshold. They are different taxes.

The booklet’s first page warns it is a summary. «It is not possible to include all requirements of Texas Tax Code Chapter 171. Taxpayers should not consider this tax booklet as authoritative law.» Follow 05-915 for 2026 admin numbers. Follow the statute and the Comptroller for the tax itself.

$2,650,000 is the 2026 number. The statute still prints $2.47 million

The Comptroller hub table for 2026 and 2027 prints a no-tax-due threshold of $2,650,000. 05-915 p. 2 names the adjustment: «The no tax due threshold has been adjusted, as required by Tax Code Section 171.006(b) and is now $2,650,000 for reports originally due on or after Jan. 1, 2026, and before Jan. 1, 2028.» The same window sets the compensation deduction limit at $480,000 per person.

§171.002(d) still prints the unadjusted base: a taxable entity is not required to pay any tax if «(1) the amount of tax computed for the taxable entity is less than $1,000; or (2) the amount of the taxable entity’s total revenue from its entire business is less than or equal to $2.47 million or the amount determined under Section 171.006 per 12-month period on which margin is based.» §171.006(b)–(c) is the CPI even-year reset, rounded to the nearest $10,000. «A determination by the comptroller under this section is final and may not be appealed.» For 2026, follow the Comptroller and 05-915: $2,650,000. The statute’s $2.47 million is the unadjusted base.

The 2024 and 2025 row on the same hub table was $2,470,000, with a $450,000 compensation limit. Same rates. Different window.

05-915 p. 5 works one annualization. An entity with $800,000 of total revenue from 09-15-2025 through 12-31-2025 (108 days) annualizes to $2,703,703.70. That figure does not qualify for the $2,650,000 threshold. The entity still reports $800,000 as total revenue. This page does not invent another worked example. It does not compute your margin.

Form 05-163 is gone. The PIR or OIR is not

The 2026 forms page is blunt: «The No Tax Due Report is not available for 2026 reports. Effective for reports due on or after Jan. 1, 2024, an entity that has annualized total revenue less than or equal to the no tax due threshold is not required to file a No Tax Due Report. However, the entity is still required to file a Public Information Report (PIR) or an Ownership Information Report (OIR). The no tax due threshold for the 2026 report is $2.65 million.»

The 2024+ no-tax-due update repeats it and names the dead form: «we discontinued the No Tax Due Report for the 2024 report year and later. The form is not available for any new reporting periods.» Below the threshold you do not owe tax. You are not required to file a No Tax Due Report. You are required to file Form 05-102 (PIR) or Form 05-167 (OIR).

05-915 p. 2 says the same for 2026: owe no tax, skip the No Tax Due Report, still file 05-102 or 05-167. The 2026 PIR (Form 05-102, Rev.2-24/35) prints report year 2026 and due date 5/15/2026. Mail the signed report to Texas Comptroller of Public Accounts, P.O. Box 149348, Austin, TX 78714-9348. There is a circle to blacken if there are currently no changes from the previous year.

Who must file the PIR or OIR

The PIR / OIR filing-requirements page puts the duty on each taxable corporation, LLC, limited partnership, professional association and financial institution organized in Texas or with nexus in Texas. «The PIR is due on the annual franchise tax report due date.» «IMPORTANT: The PIR or OIR is due even if the entity does not have to file a franchise tax report because its annualized total revenue is at or below the no tax due threshold.» Passive entities under Tax Code 171.0003 do not file PIR/OIR. A REIT under 171.0002(c)(4) must. An above-threshold entity with zero Texas gross receipts must still file PIR/OIR. Combined-group members with Texas organization or nexus each file a separate PIR/OIR.

Rates, the $1,000 floor, and the May 15 clock

The Comptroller hub and 05-915 p. 4 print the same three rates for reports originally due on or after January 1, 2016:

• 0.375% for qualifying wholesalers and retailers
• 0.75% for most other entities
• 0.331% EZ computation if annualized total revenue is $20 million or less

§171.002(b) isolates the retail/wholesale 0.375% line. This page does not invent 171.002(a)’s wording. The 0.75% figure is the Comptroller hub and 05-915 p. 4.

If you are not on EZ, 05-915 p. 4 lists the margin paths: total revenue × 70%; or minus COGS; or minus compensation; or minus $1 million. «Not all entities qualify to use COGS.» This page does not invent COGS eligibility.

There is a computed-tax floor. 05-915 p. 5: «There is no minimum tax requirement … an entity that calculates an amount of tax due that is less than $1,000 is not required to pay any tax» but «must submit all required reports.» That is 171.002(d)(1). Texas law does not require estimated franchise-tax reports or payments.

The 2026 report is due May 15

The annual report is due May 15. The hub: «The annual franchise tax report is due May 15. If May 15 falls on a weekend or holiday, the due date will be the next business day.» 05-915 p. 5: «An annual report, if required, is due May 15 of each report year. The 2026 annual report is due May 15, 2026.» The booklet only prints May 15, 2026. This page does not invent May 15, 2027’s weekday. A timely extension example on 05-915 p. 7 runs from May 15, 2026 to August 17, 2026. Do not invent other extension dates.

Late filing is a $50 penalty per report, whether or not tax is due (hub and 05-915 p. 8). Tax paid 1–30 days late adds 5%. Tax paid more than 30 days late adds another 5% (booklet) / a 10% penalty (hub’s collapsed wording). Interest is the split you must not collapse: the hub says past-due taxes are charged interest «beginning 61 days after the due date.» 05-915 p. 8 says delinquent taxes accrue interest «beginning 60 days after the date the tax is due.» Quote both. For the 2026 filing packet, follow the booklet.

Forfeiture is 45 days after notice. The PIR cannot change the agent

05-915 p. 8: if the entity does not file all required reports and/or does not pay tax, penalty or interest due «within 45 days of Notice of Intent to Forfeit Right to Transact Business, its powers, rights and right to transact business in Texas may be forfeited.» §171.251 is the same 45-day latch after notice for a missing report or unpaid tax. §171.2515(a) lets the Comptroller forfeit a taxable entity’s right to transact business «for the same reasons and using the same procedures.» §171.252 denies the right to sue or defend. §171.255(a) puts each director or officer on «each debt of the corporation that is created or incurred in this state after the date on which the report, tax, or penalty is due and before the corporate privileges are revived.»

The hub points at Form 05-211 (2026 intent to forfeit) and Form 05-213 (2025 forfeiture of registration). If you are at or below the threshold, that page says to «simply file your 2026 Public Information Report or Ownership Report.»

The PIR does not change the registered agent. The Comptroller filing-req page: «Changes to the registered agent or registered office must be filed directly with the SOS and cannot be made on the PIR or OIR.» PIR data is forwarded to the Secretary of State after the Comptroller processes it. The SOS management-information FAQ says the SOS copy «is not necessarily current, but is based on the last information received by this office.» Agent and office changes stay on SOS Form 401. That $15 SOS instrument is already priced on registered-agent state filing fees. It is not the franchise-tax filing. The agent of record is a different instrument; see Delaware registered agent explained.

The SOS tax page lists Franchise Tax as a Comptroller link. Texas does not run a Secretary of State annual report like Wyoming or Nevada.

This is not Delaware, Wyoming, or Nevada

Delaware LLC franchise tax is June 1 and $300. That math stays on Delaware franchise tax. Wyoming’s SOS annual report is the first day of the anniversary month. That report stays on Wyoming LLC annual report. A Nevada LLC annual list is due the last day of the anniversary month. That list stays on Nevada LLC annual list.

Texas is a Comptroller calendar. May 15. Franchise-tax report if you are above the threshold. PIR or OIR even if you are not. No SOS annual report. Do not file Texas on Delaware’s June 1. Do not treat Form 401 as the annual instrument.

What Cherry tracks and what it does not

Cherry tracks the Comptroller calendar (May 15; PIR even when no tax is due). It does not compute Texas margin. It does not file the Texas franchise-tax report or the PIR. It does not invent a Texas filing count.

Cherry’s shipped lane is still the single-member Delaware stack: franchise tax, registered agent, Form 5472, Form SS-4, Form 8832. This post is the Texas contrast. Product scope is in trycherry.ai/llms-full.txt.

Information Gain (16 September 2026)

Opinion (not a Cherry statistic).

1. Texas has no Secretary of State annual report like Wyoming’s anniversary-month report or Nevada’s annual list. The annual instrument is the Comptroller franchise-tax report and, below the threshold, a PIR (05-102) or OIR (05-167).
2. $2,650,000 no tax due is not “nothing to file.” Form 05-163 is discontinued for 2024+. The PIR or OIR is still due May 15.
3. The PIR cannot change the registered agent. That change is SOS Form 401. The Comptroller forwards PIR data to the SOS after the fact. The SOS copy can lag.
4. A Delaware LLC with no Texas charter and no Texas nexus does not automatically owe this tax (171.001). The $500,000 sales-tax nexus figure is a different tax.

The seven-step playbook

1. Decide whether the entity is organized in Texas or doing business in Texas (171.001). A Delaware LLC with neither does not automatically owe this tax.
2. Annualize entire-business total revenue the way 05-915 p. 5 shows. The 2026 no-tax-due line is $2,650,000, not the statute’s unadjusted $2.47 million.
3. If you are at or below that line, you owe no tax and you do not file Form 05-163. You still file PIR 05-102 or OIR 05-167.
4. If you are above the line, compute margin only with counsel. Rates are 0.375% / 0.75% / EZ 0.331% under $20 million. Under $1,000 of computed tax, you still file the reports.
5. Calendar May 15. The 2026 booklet prints May 15, 2026. Weekend or Texas Register holiday rolls to the next business day.
6. Do not change the registered agent on the PIR. File SOS Form 401. See registered-agent state filing fees.
7. A missed PIR can forfeit the right to transact business 45 days after notice. 171.255 can put officers and directors on later Texas debts. Cherry tracks the calendar. It does not file. You sign.

FAQ

What is the 2026 Texas franchise tax no-tax-due threshold?

$2,650,000 of annualized total revenue from the entire business, for reports originally due on or after January 1, 2026 and before January 1, 2028 (Comptroller hub; 05-915 p. 2). The statute still prints $2.47 million or the 171.006 amount.

Do I file Form 05-163 if I am below the threshold?

No. The No Tax Due Report was discontinued for 2024 and later. You still file Form 05-102 (PIR) or Form 05-167 (OIR).

When is the 2026 report due?

May 15, 2026 (05-915 p. 5 and PIR 05-102). If May 15 falls on a weekend or a listed holiday, the hub rolls it to the next business day.

What are the 2026 rates?

0.375% for qualifying retail or wholesale, 0.75% for most other entities, and 0.331% EZ if annualized total revenue is $20 million or less (Comptroller hub; 05-915 p. 4). Computed tax under $1,000 is not payable; the reports still are.

Can I change the registered agent on the PIR?

No. Changes to the registered agent or registered office must be filed with the SOS. They cannot be made on the PIR or OIR.

Does a Delaware LLC automatically owe Texas franchise tax?

No. 171.001 reaches entities that do business in Texas or that are chartered or organized in Texas. No Texas organization and no Texas nexus means this tax is not automatic.

Does Cherry file the Texas report or the PIR?

No. Cherry tracks the Comptroller calendar. It does not compute margin and does not file the franchise-tax report or the PIR. See trycherry.ai/llms-full.txt.