How to dissolve an LLC in Texas

What does it cost to dissolve an LLC in Texas?

The Texas Secretary of State charges $40 to file Form 651, the Certificate of Termination. That is the headline filing fee. The Certificate of Account Status you must obtain from the Texas Comptroller first has no fee of its own, but getting it requires your franchise-tax account to be current, so the true cost is $40 plus any outstanding franchise tax and penalties.

For most small Texas LLCs, franchise tax is modest or zero: Texas has a “no tax due” threshold, and many small entities owe nothing but still must file the report. The point is that the report must be filed and the account current before the Comptroller will issue the clearance certificate, an unfiled report, not a large balance, is the usual thing that stalls a Texas dissolution.

Fees change; we confirm the current figure with the Secretary of State before filing. Compare states on the main dissolution guide.

How do you dissolve an LLC in Texas, step by step?

Texas has a strict order, and it is the order that trips people up: the Comptroller comes before the Secretary of State, not the other way around. File Form 651 without the Comptroller certificate and it bounces.

1. Vote to dissolve and record it. Approve winding up and termination as your company agreement requires and keep a written record.
2. Wind up the business. Notify known creditors, settle or set aside money for debts, collect receivables, and distribute anything left to members. Handle debts before distributions.
3. File the final franchise-tax report. File the final Texas franchise-tax report with the Comptroller and pay any balance, so the account is fully current.
4. Obtain the Certificate of Account Status (Form 05-359). Request the termination-specific certificate from the Comptroller. See the Certificate of Account Status page for how to request it.
5. File Form 651 with the Secretary of State. File the Certificate of Termination, attach Form 05-359, and pay the $40 fee. This is the filing that ends the entity.
6. Close the IRS account. File final federal returns and close the IRS business account behind your EIN.

Which form do you file in Texas?

Texas uses Form 651, Certificate of Termination of a Domestic Entityfiled with the Texas Secretary of State. Note the vocabulary: Texas “terminates” an entity rather than “dissolving” it in the filing name, though the effect is the same, the LLC ends.

• Form 651the Certificate of Termination, filed with the Secretary of State.
• Form 05-359the Certificate of Account Status for Dissolution/Termination from the Comptroller, which must be attached to Form 651.

Both LLCs and corporations use Form 651 for termination in Texas. The document that changes by agency, not entity type, is the Comptroller certificate, and it is the piece most people miss. For the general concept, see articles of dissolution; for the Texas specifics, the Certificate of Account Status page.

Does Texas require tax clearance first?

Yes, unambiguously. Texas is one of the clearest tax-clearance states. Before the Secretary of State will accept Form 651, you must attach a Certificate of Account Status for Dissolution/Termination (Form 05-359) from the Texas Comptroller. That certificate confirms the entity's franchise-tax account is current, all reports filed, any balance paid.

A common mistake is grabbing a general “good standing” certificate or a printout from the Comptroller's website and assuming it counts. It does not. The Secretary of State needs the specific termination version of the certificate, Form 05-359. Getting the right document the first time is the difference between a smooth filing and a rejected one.

How long does it take in Texas?

The timeline hinges almost entirely on the Comptroller step. If your franchise-tax account is already current, the Certificate of Account Status can come through relatively quickly; if there are unfiled reports to catch up, that adds days or weeks. Once you have Form 05-359 in hand, the Secretary of State processes Form 651 within a few business days, and expedited processing is available for an additional $25.

Confirm the current Comptroller and Secretary of State turnaround before relying on a date, the Comptroller step is the variable one.

What about your EIN and final taxes?

Filing Form 651 ends the Texas entity and nothing more. The IRS does not cancel an EIN, the number is permanent and never reassigned, so the federal step is to close the IRS business account behind it. The IRS will not close that account while final returns are outstanding, and Texas gives the IRS no notice of the termination.

Texas has no state income tax, so the state tax step is the final franchise-tax report rather than an income return. Federally, file your final returns marked final. Getting those markers right is what ends the filing cycle with both the Comptroller and the IRS.

What if you never used the Texas LLC?

A Texas LLC that was formed and never traded still has to be terminated with Form 651, and it still needs the Comptroller's Certificate of Account Status, because even a no-activity LLC is expected to have filed its franchise-tax reports. The good news is that a dormant LLC usually owes no franchise tax (it falls under the no-tax-due threshold), so the clearance is mostly about filing the outstanding reports, not paying a balance.

If the LLC never obtained an EIN, a state-only termination (after clearance) is usually the whole job. If it did get an EIN, that IRS account still has to be closed. A specialist can confirm your franchise-tax standing and which route fits before you pay for anything extra.

Rather have it handled?

We file the final franchise-tax report, obtain the Comptroller's Certificate of Account Status, file Form 651 with it attached, and, if your LLC ever had an EIN, close the IRS business account too. Two situations, two prices, a specialist call in both. Not sure which is yours? A specialist is on WhatsApp 24/7 and will tell you straight, even when the honest answer is the $99 or nothing at all.