Introduction
Texas SaaS companies hoping to reduce Franchise Tax via Cost of Goods Sold (COGS) deductions need to be extra cautious.
The Texas Comptroller issued several key letter rulings in 2024–2025 that clarify—and restrict—COGS eligibility for software businesses.
Let’s break down what was allowed, what was denied, and how you can stay compliant in 2025.
Texas Code References
- Texas Tax Code §171.1012 – COGS deduction rules
- Comptroller STAR Letters – 2024–2025 audit and ruling decisions
- Texas Administrative Code §3.588 – Franchise Tax reports and definitions
COGS Rulings for SaaS: What the Comptroller Said
Ruling #2024-COGS-SaaS-01
Denied COGS for cloud hosting and data migration services – not directly involved in producing tangible goods.
Ruling #2024-COGS-SaaS-04
Allowed partial deduction for hardware depreciation if devices were bundled with licensed software sold as tangible media.
Ruling #2025-COGS-SaaS-03
Denied R&D expenses categorized as COGS. Comptroller classified them as overhead.
Ruling #2025-COGS-SaaS-06
Rejected claim for UX design team under COGS. Considered creative support, not production.
Ruling #2025-COGS-SaaS-09
Approved COGS for printed instruction manuals packaged with software—tangible component qualifies.
Example: SaaS Billing Platform Filing in 2025
Example: FlowSync, a billing automation platform based in Austin, files its 2024 Franchise Tax report claiming:
- $600K in cloud server costs
- $150K in API development
- $50K in printed user guides
Comptroller response:
- Disallowed $750K in COGS
- Allowed only the $50K tied to physical media
- Additional tax owed: $9,000
Step-by-Step: Navigating COGS as a SaaS in Texas
- Know What Qualifies
COGS applies to tangible personal property only—not services. - Review Rulings and STAR Letters
Stay current with latest Comptroller decisions. - Separate Bundled Transactions
If selling physical goods (e.g. preloaded USBs), document the tangible part. - File Using Compensation Deduction If Unsure
Avoid audit exposure from incorrect COGS claims. - Consult a CPA Before Filing
Get a ruling or review if your deductions fall in gray areas.
Conclusion
In 2025, the Texas Comptroller is narrowing the definition of valid COGS for SaaS.
If you aren’t selling or producing tangible personal property, COGS deductions may expose you to audits and penalties. Use compensation or consult a CPA to determine eligibility.
Call to Action
Unsure if your SaaS COGS qualify under Texas Franchise Tax?
Book a consultation with Anshul Goyal, CPA, EA, FCA to:
- Evaluate the deductibility of your costs
- Interpret letter rulings correctly
- File compliant Franchise Tax reports
Avoid surprises—file smarter.
https://calendly.com/anshulcpa/
About Our CPA
Anshul Goyal, CPA, EA, FCA
Anshul brings 15+ years of U.S. and international tax experience. He specializes in helping online sellers, foreign founders, and U.S. residents with IRS and multi-state compliance. Known for his deep knowledge in Shopify and Amazon seller tax strategy, Anshul has helped hundreds of entrepreneurs minimize taxes and scale legally.
Disclaimer
This blog is for informational purposes only and does not constitute legal or tax advice. Please consult a qualified tax professional regarding your individual tax situation.
Top 5 High-Searched FAQs (2025)
1. Can a SaaS company claim COGS in Texas?
Only if they sell tangible goods as part of their offering.
2. What expenses are denied by the Comptroller?
Hosting, R&D, design, and digital-only content.
3. Is depreciation on hardware deductible?
Only if the hardware is sold as tangible product.
4. What’s the best deduction method for SaaS?
Usually, the compensation deduction is safer.
5. Where can I read the latest rulings?
Texas Comptroller’s STAR system has searchable letter rulings.