Most businesses only ask one question:

“Do we owe Texas franchise tax?”

But that’s not what creates the biggest compliance problems.

The real issue is this:

Even if your company owes $0 Texas franchise tax, you are still required to file a Public Information Report (PIR) or an Ownership Information Report (OIR) every year.

And this requirement applies to:

• Texas LLCs and corporations
• Out-of-state US companies with Texas nexus
• Foreign entities registered or doing business in Texas
• E-commerce and SaaS companies exceeding economic thresholds

We regularly see companies that:

• Filed no tax because revenue was below the no-tax-due threshold
• Assumed “no tax due = nothing to file”
• Later discovered their entity was not in good standing (a legal status showing the company has met all state filing and tax requirements)

The reason?

They skipped Form 05-102 or Form 05-167.

Under the Texas Comptroller of Public Accounts rules, the PIR/OIR is part of the annual franchise tax reporting package, even if no tax is owed.

This guide explains clearly:

• Who must file PIR vs OIR
• How Texas franchise tax nexus triggers the requirement
• The May 15 deadline
• What happens if you skip it
• A sample completed PIR structure
• A practical filing checklist

If you are unsure about your filing status, Scounts offers WhatsApp compliance support for immediate review.

Why Texas PIR/OIR Filings Exist (And Why They Are Separate)

Texas does something many foreign founders don’t expect.

It separates:

1. The franchise tax calculation
2. The ownership disclosure report (PIR or OIR)

Even if your franchise tax due = $0
You must still file PIR or OIR.

The Texas Comptroller clearly states that every taxable entity must file an annual franchise tax report and required information report.

This is where most confusion starts.

What Is Texas Franchise Tax Nexus?

Texas requires franchise tax reporting from any taxable entity with Texas nexus.

Nexus can be created by:

• Registering an LLC or corporation in Texas
• Having employees or property in Texas
• Exceeding Texas economic nexus (when a business reaches certain sales or revenue thresholds in Texas, making it responsible for state tax reporting even without a physical office) thresholds through sales
• Actively doing business in Texas

Even foreign entities can trigger nexus if they are registered with the Texas Secretary of State or meet economic activity standards.

The Texas Comptroller explains franchise tax applicability on its official site (Texas Comptroller – Franchise Tax Overview).

The key takeaway:

If your entity is subject to Texas franchise tax reporting, the PIR or OIR requirement follows automatically.

The Biggest Myth: “If I Owe No Tax, I Don’t File PIR” — Why It’s Completely Wrong

Many business owners think that zero tax liability means they can skip PIR or OIR filings. This is incorrect.

Every taxable entity with Texas franchise tax nexus must file:

• A franchise tax report (even if “No Tax Due”), and
• Either a Public Information Report (Form 05-102) or an Ownership Information Report (Form 05-167)

The filing is about entity status and ownership transparency, not tax payment. Even if your LLC owes nothing, failing to submit PIR/OIR can lead to:

• Loss of good standing
• Forfeiture of the LLC’s right to operate in Texas
• Personal liability for managers or members

In practice, many foreign and out-of-state businesses skip this, thinking “no tax = no filing,” and later face penalties or compliance issues. At Scounts.pk, we help ensure PIR/OIR filings are completed correctly, avoiding forfeiture(loss of the company’s right to legally operate in Texas due to non-compliance) or late fees.

Which One Do You File — PIR or OIR?

Deciding between the Public Information Report (Form 05-102) and the Ownership Information Report (Form 05-167) can be confusing for businesses, but it becomes straightforward once you understand the guidelines.

Public Information Report (PIR, Form 05-102)

• Filed by most Texas LLCs, corporations, professional associations, and other taxable entities.
• Discloses managers, members, officers, directors, registered agent, and principal office.
• Shows who runs the company, not just who owns it.

Ownership Information Report (OIR, Form 05-167)

• Filed instead of PIR for entities classified as passive under franchise tax rules.
• Focuses on ownership percentages rather than management details.

Key Points:

• Filing is annual and due with your May 15 franchise tax report.
• Even if your LLC owes $0 tax, the correct report must be submitted to maintain good standing.
• If unsure, foreign or domestic owners can consult Scounts.pk, where we handle PIR/OIR filings and ensure compliance: WhatsApp Support.

Quick Decision Table: Do You File PIR or OIR?

Entity Type	Owe Tax?	Texas Nexus?	File PIR (05-102)?	File OIR (05-167)?
Texas LLC (active)	Yes or No	Yes	✅ Yes	❌ No
Texas Corporation	Yes or No	Yes	✅ Yes	❌ No
Passive entity qualifying under franchise rules	Usually No	Yes	❌ No	✅ Yes
Foreign entity registered in Texas	Yes or No	Yes	✅ Usually	❌ Unless passive

If you have nexus, one of these must be filed.

Due Date: When Must PIR or OIR Be Filed?

The deadline for PIR or OIR is tied to your Texas franchise tax report:

-> May 15 each year

• If May 15 falls on a weekend or holiday, the deadline moves to the next business day.

Even if your LLC owes $0 tax, missing this deadline can lead to:

• Loss of good standing with the state
• Forfeiture of the entity’s right to transact business
• Accrued late penalties and interest

Pro tip: Many foreign or out-of-state owners mistakenly file after May 15, thinking zero tax avoids risk, but Texas treats these reports independently. Early submission ensures compliance and avoids complications.

What Happens If You Skip the PIR or OIR?

This is where risk becomes real.

Under Texas law, failure to file required franchise tax reports (including PIR/OIR) can result in:

• Forfeiture of the entity’s right to transact business
• Loss of good standing status
• Loss of liability protection
• Personal liability exposure for officers, directors, or members

Texas Tax Code §171.255 discusses personal liability consequences when an entity forfeits privileges.

Many businesses do not realize:

Forfeiture does not require large unpaid tax balances.
It can occur simply due to non-filing.

And reinstatement requires clearing all missing reports and penalties.

What a Completed PIR (Form 05-102) Includes

Filling out the Public Information Report (PIR, Form 05-102) correctly is critical for maintaining your Texas LLC’s good standing. Here’s what a typical submission includes:

1. Entity Information

• Legal name of the LLC
• Texas taxpayer number
• Mailing address

2. Registered Agent

• Name of the registered agent
• Registered office address in Texas

3. Governing Authority

• For LLCs:
  • Manager-managed: List each manager
  • Member-managed: List each member
• Include name, title (Manager/Member), and mailing address

4. Ownership Information (if required)

• Only needed if Texas rules require additional disclosure of ownership percentages

Common Mistakes to Avoid:

• Leaving governing authority blank
• Using outdated addresses
• Confusing members with managers
• Filing an OIR instead of PIR when not applicable

Even small mistakes can delay processing or trigger compliance flags. At Scounts.pk, we help businesses complete PIR/OIR filings correctly the first time to avoid penalties: WhatsApp Support

Practical Filing Checklist

Before submitting your Texas franchise tax report, confirm:

☐ Is the entity still active and registered?
☐ Does it have Texas nexus?
☐ Is it classified as a taxable entity?
☐ Do you qualify as a passive entity (a business that earns money without active operations, like holding property or investments, and may have simplified reporting rules)?
☐ Have you prepared the correct form (05-102 or 05-167)?
☐ Are governing authority names current?
☐ Are addresses updated?
☐ Are you filing before May 15?

Treat this as part of your annual compliance routine, not optional paperwork.

Common Questions We Hear From Business Owners

“My company had zero revenue in Texas. Do I still file?”
Yes. Even if your Texas LLC or corporation owes $0 in franchise tax, you must still submit the PIR or OIR if your entity has Texas franchise tax nexus. Skipping it can lead to forfeiture or loss of good standing, regardless of revenue.

“We’re registered in another state but sell into Texas. Does this apply?”
If your business activities create Texas franchise tax nexus, for example, sales exceeding economic thresholds or property in Texas, you likely need to file, even as an out-of-state entity. Many foreign or remote businesses miss this and face penalties.

“What if we missed last year?”
Check your entity’s status with the Texas Comptroller immediately. If your LLC or corporation was marked forfeited, you may need to:

• Submit all missing franchise tax reports
• File all outstanding PIR/OIR forms
• Pay any accrued penalties

Why This Requirement Is Often Missed in Foreign Guides

Many online LLC guides focus on:

• Federal IRS filings
• BOI reporting
• State income taxes

They ignore Texas-specific franchise reporting mechanics.

But Texas treats the Public Information Report and Ownership Information Report as mandatory annual disclosures, separate from tax calculation.

That distinction is where businesses get exposed.

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Final Thoughts

If your business has Texas franchise tax nexus, the PIR or OIR filing is not optional, even when:

• You owe no tax
• Revenue is low
• You are a foreign entity
• You operate remotely

The cost of filing correctly is minimal.
The cost of ignoring it can include forfeiture and personal liability exposure.

If you’re unsure which report applies or want to ensure everything is filed correctly the first time, Scounts.pk works with both domestic and foreign businesses navigating Texas compliance requirements.

Frequently Asked Questions (FAQs)

References:

Texas Comptroller – PIR & OIR Filing Requirements: https://comptroller.texas.gov/taxes/franchise/pir-oir-filing-req.php

Texas Comptroller – Franchise Tax Overview: https://comptroller.texas.gov/taxes/franchise/

Texas Tax Code §171.202 – Annual Franchise Tax Reports

Texas Tax Code §171.251 – Consequences of Non-Filing

IRS – Source of Income Rules: https://www.irs.gov/

Disclaimer: This article is authored by a writer at Scounts Private Limited. Please note that the fees mentioned are subject to change and may not be accurate at the time of reading. The content has not yet reviewed by any of our LLC taxation experts. For expert advice or services, feel free to contact us.