
LLC vs Corporation: Which Business Structure Is Right for You?
LLC vs corporation explained: taxes, liability, fundraising, and state costs in Texas and California. A founder's guide to choosing the right structure.

The 2026 Texas franchise tax report was due May 15, 2026; if you filed an extension, your new deadline is November 16, 2026 (November 15 falls on a Sunday). If you missed May 15 without an extension, file now through the Comptroller's Webfile: a $50 late-filing penalty applies to each late report, unpaid tax picks up a 5% penalty (10% after 30 days), and in July 2026 the Comptroller began mailing Form 05-211 forfeiture notices to businesses that never filed. If your annualized revenue is at or below $2.65 million, you owe no tax for the 2026 report, but you still must file a Public Information Report (Form 05-102) or Ownership Information Report (Form 05-167).
Key takeaways:
This guide covers the practical side: which forms to file, the deadlines, and how to submit. New to franchise tax? Start with Franchise Tax 101: Understanding Your Obligations in Texas for what the tax is, who owes it, and how the taxable margin is calculated.
The Texas franchise tax is a privilege tax that the Texas Comptroller of Public Accounts collects from most legal entities formed or doing business in Texas. It is calculated on a margin derived from gross revenue, not on net income, and most registered entities must file a report every year even when no tax is due. The full mechanics (margin calculation, deduction choices, exemption categories) are covered in Franchise Tax 101; here is the short version of who files.
Entities required to file: corporations, limited liability companies (LLCs, including single-member LLCs), limited partnerships, professional associations, and business trusts.
Entities that generally do not file: sole proprietorships (unless registered as an LLC), general partnerships owned entirely by natural persons, and nonprofits with an approved exemption (check exemption status).
Since the 2024 report year, the No Tax Due Report (Form 05-163) no longer exists. An entity with annualized total revenue at or below the no-tax-due threshold ($2.65 million for the 2026 report) files only Form 05-102, the Public Information Report, or Form 05-167, the Ownership Information Report.
The annual Texas franchise tax report is due May 15 every year. When May 15 falls on a weekend or holiday, the due date moves to the next business day.
An extension is valid only if, by the original May 15 due date, you paid at least 90% of the tax due with the current report or 100% of the tax reported on the prior-year report. Extensions are requested through Webfile or on Form 05-164, Texas Franchise Tax Extension Request; see the Comptroller's extension rules.
File your 2026 report through Webfile as soon as possible and pay any tax due; the penalties are fixed percentages, but interest keeps accruing until you pay. The Texas Comptroller charges:
If your revenue is at or below the $2.65 million threshold, you owe no tax; filing your 2026 Form 05-102 (PIR) or Form 05-167 (OIR) brings the account current.
In July 2026 the Comptroller began mailing Form 05-211, Texas Notice of Intent to Forfeit Right to Transact Business, to entities that missed the 2026 filing requirements. Ignoring it leads to forfeiture: the entity loses the right to sue or defend itself in a Texas court, and its officers, directors, members, or owners can become personally liable for certain entity debts (Texas Tax Code Sections 171.251-171.255). The fix is the same as above: file the missing report, pay the tax, penalties, and interest, then confirm your account status.
Texas names each report after the year it is due, not the accounting year it covers. The report due May 15, 2026 (covering the accounting period that ended in 2025) is the 2026 report, filed on 2026-year forms; if you searched for "05-102 form 2025" in mid-2026, you most likely need the 2026 version. Late filers catching up on the report that was due May 15, 2025 use the 2025 forms instead. The current cycle lives on the 2026 forms page, alongside the official 2026 Texas Franchise Tax Report Information and Instructions booklet (Form 05-915, PDF); the 2025 edition of the instructions is linked from the 2025 forms page.
Rates and thresholds by report year (Texas Comptroller):
| Item | 2024 and 2025 reports | 2026 and 2027 reports |
|---|---|---|
| No-tax-due threshold | $2,470,000 | $2,650,000 |
| Tax rate (retail or wholesale) | 0.375% | 0.375% |
| Tax rate (all other businesses) | 0.75% | 0.75% |
| EZ Computation rate (revenue of $20 million or less) | 0.331% | 0.331% |
| Compensation deduction limit | $450,000 | $480,000 |
Every entity at or below the no-tax-due threshold files only this report; entities above the threshold attach it to their EZ Computation or Long Form report.
Passive entities and qualifying new veteran-owned businesses (during their first five years) are exempt from filing a PIR or OIR.
Form 05-102 lists each officer, director, member, general partner, or manager of your entity: name, title, and mailing address, plus your principal office and place of business. Check every name against your current records before submitting, because the information becomes public record in the Comptroller's Taxable Entity Search. An officer, director, or other authorized person signs the report, and there is no separate filing fee.
Submit through Webfile for instant confirmation, or download the 2026 Form 05-102 PDF and mail it. Two things Form 05-102 does NOT do: it cannot change your registered agent or registered office (file those changes with the Texas Secretary of State), and officer changes that happen after you file simply go on next year's PIR unless you mail an amended report marked "Amended."
Businesses with $20 million or less in annualized total revenue can file Form 05-169, the EZ Computation Report, and pay 0.331% of apportioned total revenue. The trade-off: no deduction for cost of goods sold or compensation, and no tax credits. If your margins are thin, run both calculations before choosing.
Any entity above the no-tax-due threshold that does not elect the EZ Computation files the Long Form, Forms 05-158-A and 05-158-B. This is the only route for businesses over $20 million in revenue and the better route for anyone claiming margin deductions (cost of goods sold, compensation, $1 million, or 30% of total revenue, whichever cuts the margin most). The tax rate is 0.375% of taxable margin for retail and wholesale businesses and 0.75% for all other businesses. Line-by-line instructions for Forms 05-158-A and 05-158-B are in the 2026 Texas Franchise Tax Report Information and Instructions (Form 05-915).
Every franchise tax form starts from one figure: your annualized total revenue. Jupid, an AI accountant for small businesses, keeps that figure ready all year. Connect your business bank account and Jupid categorizes transactions automatically with 95.9% accuracy, so your revenue total is not a May 14th spreadsheet scramble. Forward receipts over WhatsApp or iMessage as they happen, and ask bookkeeping questions in chat when a Comptroller notice lands in your mailbox.
Last Updated: July 11, 2026
Texas Comptroller – Franchise Tax (rates, thresholds, penalties): https://comptroller.texas.gov/taxes/franchise/
Texas Comptroller – Texas Franchise Tax Report Forms for 2026: https://comptroller.texas.gov/taxes/franchise/forms/2026-franchise.php
Texas Comptroller – Texas Franchise Tax Report Forms for 2025: https://comptroller.texas.gov/taxes/franchise/forms/2025-franchise.php
Texas Comptroller – Franchise Tax Extensions of Time to File: https://comptroller.texas.gov/taxes/franchise/filing-extensions.php
Texas Comptroller – Public Information Report and Ownership Information Report: https://comptroller.texas.gov/taxes/franchise/pir-oir-filing-req.php
2026 Texas Franchise Tax Report Information and Instructions (Form 05-915, PDF): https://comptroller.texas.gov/forms/05-915.pdf

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Fintech CEO with 10+ years building accounting and financial technology products. Previously co-founded and scaled an AI-powered accounting platform to $30M revenue and 100K+ business users, achieving 30,000 customers per accountant through automation — recognized by CNBC as a top fintech company. Holds a Master's in Management Information Systems. At Jupid, he leads the development of AI-native bookkeeping, tax, and compliance tools designed for freelancers and small business owners.

LLC vs corporation explained: taxes, liability, fundraising, and state costs in Texas and California. A founder's guide to choosing the right structure.

Registering a business name in Texas costs $25 for an assumed name (Form 503) or $300 to form an LLC (Form 205). Where you file depends on your structure.

What the Texas franchise tax is, who owes it, and how the margin is calculated: the $2.65M no-tax-due threshold, 0.375%/0.75% rates, and worked examples.
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