Texas Public Information Report for a Foreign-Owned LLC: Do You Have to File?

A foreign-owned LLC—including a single-member LLC—must file the Texas Public Information Report (Form 05-102) if it has a nexus (connection) with Texas. The report goes in with the annual franchise tax report, which the Comptroller says is due May 15, even if no franchise tax is owed.

If your LLC has no connection with Texas, no Texas inventory, and no qualifying receipts from business conducted in the state, it generally does not have Texas nexus and does not need to file this report. However, if your LLC has established nexus, filing the report is mandatory even when your revenue is below the state's no-tax-due threshold.

In short:

• Who files: LLCs (including single-member LLCs) that have established nexus with the State of Texas.
• The report: Form 05-102 (Public Information Report). Starting with the 2024 report year, the "No Tax Due Report" is no longer used; entities below the threshold file the PIR instead.
• Due date: filed with the annual franchise tax report, due May 15, even if no tax is due.
• Nexus triggers: Holding inventory in Texas (including spot inventory), reaching $500,000 in gross receipts from Texas business, or holding a Texas use tax permit.
• Open question: the Comptroller’s rule lists inventory in Texas; ask the Comptroller whether goods stored in an Amazon FBA warehouse count.
• What Melya does not do: Melya does not provide legal advice, does not compute Texas franchise tax, and does not represent taxpayers before the Texas Comptroller. Please refer directly to the Texas Comptroller.

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What the Texas Public Information Report (PIR) is

The Public Information Report (Form 05-102) is a mandatory state information filing administered by the Texas Comptroller of Public Accounts. It applies to corporations and limited liability companies (LLCs), including single-member LLCs owned by non-US residents.

In prior years, entities qualifying for no tax liability filed a separate "No Tax Due Information Report." Since the 2024 report year, the Comptroller discontinued the No Tax Due Report. Under current rules, an entity that falls below the no-tax-due revenue threshold must file the Public Information Report (or the Ownership Information Report, OIR) instead of the discontinued report.

The filing goes in each year with the franchise tax report, due May 15, whether or not any franchise tax is owed.

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When a foreign entity has nexus with Texas

For an entity formed outside Texas (such as an LLC formed in Wyoming, Delaware, or abroad), the requirement to file depends on whether it has established nexus with the state. Under Texas administrative rule 34 TAC §3.586, nexus is triggered by specific activities:

• Physical inventory: Having stock or inventory located in Texas. The regulation explicitly includes holding "spot inventory" for rapid customer delivery.
• Economic nexus: Having gross receipts of $500,000 or more from business done in Texas for accounting periods ending in 2019 or later.
• Use tax permit: A foreign entity holding a Texas use tax permit is legally presumed to have nexus with the state.

Amazon FBA inventory

The rule lists holding inventory in Texas, including spot inventory. We have not found written Comptroller guidance on whether goods stored in a marketplace warehouse count, so do not assume either way: ask the Comptroller before you decide.

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The "no tax due" threshold and reporting requirements

If your LLC has nexus with Texas, it must file the Public Information Report even when its franchise tax liability is zero.

The Comptroller's franchise tax page lists the "no tax due" threshold by report year:

• $2,650,000 for report years 2026 and 2027.
• $2,470,000 for report years 2024 and 2025.

If your annualized total revenue is at or below the threshold for your report year, you owe no franchise tax, but you still file the Public Information Report (or the Ownership Information Report, depending on entity type). Check the current figure on comptroller.texas.gov before you file.

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Penalties

We do not quote late penalties or forfeiture rules here because we have not confirmed them on the Comptroller’s site. If a report is late or missing, contact the Comptroller directly.

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What Melya does not do

Melya prepares federal US tax documents for non-US owners of US LLCs (such as Form 5472 and pro forma Form 1120).

To avoid any ambiguity regarding state filings:

• No legal advice: Melya does not provide legal advice or legal counsel on nexus determinations.
• No tax calculations: Melya does not calculate state franchise taxes.
• No Comptroller representation: Melya does not represent clients or taxpayers before the Texas Comptroller of Public Accounts.

For questions regarding Texas nexus determination, tax calculations, or administrative proceedings, taxpayers are referred directly to the Texas Comptroller of Public Accounts or a qualified attorney.

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Official resources

• Texas Comptroller of Public Accounts: Official franchise tax 2026 guidelines, PIR/OIR filing requirements, and reporting threshold updates.
• 34 Texas Administrative Code §3.586 (via Cornell Law School): Texas administrative provisions governing nexus for foreign entities.

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Frequently asked questions

Does a single-member LLC have to file the Texas PIR?

Yes. Form 05-102 applies to LLCs, including single-member LLCs, provided the entity has nexus with Texas.

If my LLC owes no Texas franchise tax, must I still file?

Yes. Since the 2024 report year, the "No Tax Due Report" is no longer used. If your LLC has Texas nexus and falls below the no-tax-due threshold ($2,650,000 for report years 2026 and 2027, $2,470,000 for 2024 and 2025), you must file the PIR (Form 05-102) with your annual report, due May 15.

Does storing goods in an Amazon FBA warehouse in Texas create nexus?

Having inventory or spot inventory in Texas is listed as creating nexus under 34 TAC §3.586. Whether goods stored in a marketplace warehouse qualify is not settled by the sources we have read, so confirm with the Comptroller.

When is the Texas Public Information Report due?

It is filed with the annual franchise tax report, which the Comptroller says is due May 15.