How to Dissolve an LLC in Texas: Forms, Fees, Timeline

Texas LLC Dissolution at a Glance

Texas splits an LLC dissolution between two offices: the Comptroller confirms the taxes are paid, and the Secretary of State ends your company's legal existence. You carry the Comptroller's answer to the Secretary of State yourself, as the certificate that goes in with Form 651.

How to Dissolve an LLC in Texas: The Steps in Order

Dissolving your Texas LLC runs in a fixed order, from your members' decision to the Secretary of State's filing. Most founders believe that closing an LLC in Texas simply means stopping operations and filing a form with the Secretary of State. In Texas that form comes last. Form 651 must be accompanied by the Comptroller's certificate. Before step 4, find your LLC's taxpayer number and Webfile (XT) number.

1. Approve the decision to wind up. Form 651 asks you to state the event that requires winding up, and a voluntary closure is the first option: a decision approved the way Texas law and your LLC's governing documents require. Put the approval in writing and keep it with the company's records.
2. Wind up your LLC's affairs. Winding up means finishing your company's business: collecting what it's owed, paying or providing for its debts, and distributing what's left to you and the other members. Form 651 includes a statement that the LLC has complied with the Texas rules on winding up, so this comes before the filing. If your LLC has debt, talk to your lawyer about this step.
3. Clear your LLC's accounts with the Comptroller. The Comptroller's termination checklist lists four things to finish before it will issue a certificate:
   • File every outstanding annual franchise tax report and Public Information or Ownership Information Report.
   • File any required final franchise tax report.
   • Pay any tax, penalty and interest due.
   • File, pay and close all other tax accounts the LLC holds with the Comptroller.
4. Request the certificate of account status. You can request it online through Webfile with your LLC's taxpayer number and Webfile (XT) number, or mail in Form 05-359. The Comptroller requires the mailed form from some entities, including those active for franchise tax for less than one year, those in a combined group and those with an active audit. The certificate you receive is Form 05-305, and it is valid through December 31 of the year it was issued.
5. File Form 651 with the Secretary of State. You can file online, by mail or in person, and the Form 651 instructions cover what goes in each item:
   • The form lists the name and address of each governing person: each manager, or each managing member if the members run the company.
   • An authorized manager or managing member signs it.
   • The filing is a public record, and the Secretary of State suggests a business or post office box address where privacy is a concern.
   • The certificate of account status goes in with the form and must be good through the date the termination takes effect.
6. Keep your evidence of filing. The Secretary of State emails evidence of filing to you for an online submission and mails it for a paper one. Store it with the Comptroller's certificate as your proof that the LLC has ended.

Steps 3 and 4 are the slow part. They reach back through your LLC's whole franchise tax history. If a report from a previous year was never filed, step 4 is where you find out. Webfile returns a list of what's still outstanding in place of the certificate. Going back to an old year's report is nobody's favorite job. Starcycle prepares and files the state dissolution paperwork, tracks the key dates and keeps the documents in one place.

How Long It Takes to Dissolve an LLC in Texas

Texas does not publish a standard processing time for Form 651. The state does publish these dates and review periods:

• Webfile returns the certificate as a PDF when every tax requirement is met, and otherwise returns a list of what is still outstanding.
• The certificate of account status is valid through December 31 of the year it was issued.
• A termination takes effect when the Secretary of State files it, or on a later date you choose, up to 90 days after the form is signed.
• A final franchise tax report is due 60 days after the LLC stops doing business in Texas.
• Texas Express offers expedited review on top of the $40 filing fee: $50 for review typically within two to three business days, $500 for next business day, and $750 for same day, with a noon cutoff for the last two.

The Secretary of State notes that an expedited request sets the review period and does not mean the filing will be accepted.

Texas Tax Accounts to Close

Your Texas LLC closes its tax accounts with the Comptroller before the termination filing, and its unemployment tax account with the Texas Workforce Commission. It's easy to picture the termination canceling your sales tax permit along with the LLC, but Texas has the Comptroller's accounts closed first, before it issues the certificate Form 651 needs. Confirm the full list of final returns with your CPA.

• Franchise tax (Comptroller). Franchise tax is the state's tax on entities formed or doing business in Texas. The final franchise tax report covers the period from the day after the last report's end date through the termination date.
• Sales and use tax (Comptroller). A business closing a location files a sales tax return covering sales through its last day of business. The Comptroller's Close Business Location form ends your LLC's sales tax responsibility, and use tax may be due on unsold inventory that was bought tax free and then used or given away.
• Other Comptroller taxes. For any other tax type, the Comptroller's page on ending your Texas tax responsibility points to the office that closes the account.
• Unemployment tax (Texas Workforce Commission). If your LLC had employees, see the Texas Workforce Commission's page on changes to the status of your business for how to close the employer account.

Federal Steps After the Texas Filing

Closing your Texas LLC with the state does not close it with the IRS, which requires a final return for the year you close your business. Our guide to closing a business with the IRS lists the forms by entity type. The IRS says it cannot cancel an EIN but can deactivate it, and we cover that request in how to cancel an EIN.

If Your LLC Is Registered in Other States

If your Texas LLC registered to do business in other states, it files a withdrawal in each of those states. Each one has its own form and fee.

The reverse case uses a different Texas form. An LLC formed in another state that is leaving Texas files a Certificate of Withdrawal of Registration (Form 608) with a $15 fee. The same Comptroller certificate of account status goes with it.

Closing Your Texas LLC

Dissolving an LLC in Texas comes down to one rule about order: the Comptroller's certificate first, then Form 651. You could stop doing business tomorrow, notify your last client and walk away. The LLC would still be on the Secretary of State's records, because Texas does not treat silence as closure.

If you'd like that sequence off your plate, Starcycle prepares and files your Texas termination paperwork. We track your key dates and your contract and subscription cancellation timelines, and coordinate final tax returns with a partner CPA or your own. We can also make intros to lawyers and accountants.

Frequently Asked Questions

Can you dissolve an LLC in Texas online?

Yes, a Texas LLC can be dissolved online by filing the Certificate of Termination through SOSPortal, the Secretary of State's filing system. SOSPortal collects the Form 651 information on its own screens, so the PDF form is not attached. Payment is by ACH or credit card, and a card payment adds a convenience fee of $0.25 plus 2.25%.

How much does it cost to dissolve an LLC in Texas?

The state filing fee to dissolve an LLC in Texas is $40, paid to the Secretary of State with Form 651. That figure leaves out any franchise tax, penalty or interest your LLC still owes and any expedited service fee. For how Texas compares, see what it costs to dissolve an LLC in each state.

What happens if you don't dissolve an LLC in Texas?

An LLC that stops operating without filing Form 651 stays on the Secretary of State's records, and its annual franchise tax report stays due each May 15. The Secretary of State forfeits an entity that fails to file a franchise tax report or pay the tax. Bringing the franchise tax account current is the Comptroller's first step toward either a termination or a reinstatement.

Is terminating a Texas LLC different from dissolving it?

Terminating is the Texas term for the filing that dissolves an LLC, and the state's forms list has no separate dissolution form. Winding up is the bridge between running the business and that filing, when your company settles its affairs. Our post on LLC termination vs. dissolution explains how other states use the two words.

Can a terminated Texas LLC be reinstated?

A voluntarily terminated Texas LLC can be reinstated at any time by filing Form 811 with the Secretary of State. The filing takes a $15 fee and a tax clearance letter (Form 05-377) from the Comptroller.

Does a Texas corporation use the same form?

A Texas for-profit corporation also files Form 651 with a $40 fee and a certificate of account status, and an officer signs it. See how to dissolve a corporation in Texas for the corporate steps.