How to Dissolve an LLC in Texas: Form 651, Fee and Steps

How to dissolve an LLC in Texas, in order

Texas does not use the phrase articles of dissolution for an LLC. The Business Organizations Code talks about winding up and then termination, and the filing that ends the company is a certificate of termination on Form 651. The same form closes a Texas for-profit corporation. For the parts that work the same everywhere (the member vote, final federal returns, paying creditors), see how to dissolve an LLC. This page covers what Texas adds, and most of that is franchise tax.

The order matters because the Secretary of State will not take Form 651 until the Comptroller has signed off. A workable sequence for a Texas LLC:

• Approve the decision to wind up the way the company agreement requires. On Form 651 this is option A, a voluntary decision to wind up.
• Wind up under chapter 11 of the Texas Business Organizations Code: collect receivables, sell or distribute assets, and pay or provide for debts.
• Bring every annual franchise tax report and Public Information or Ownership Report up to date, then file the final franchise tax report.
• Close sales tax and every other account the LLC holds with the Comptroller, and pay any tax, penalty and interest.
• Request the certificate of account status in Webfile or on Form 05-359.
• File Form 651 with that certificate, online through SOSPortal or by mail.
• Close the unemployment tax account with the Texas Workforce Commission, file final federal returns, and keep the records.

Source: Texas Secretary of State: Form 651 instructions, certificate of termination

Filing Form 651, the Texas certificate of termination

Form 651 asks for the legal name of the LLC, the name and address of each governing person, and the event that required winding up. For a manager-managed LLC the governing persons are the managers; in a member-managed LLC you list each managing member. The Secretary of State rejects the certificate if the winding-up event (Item 6) is left blank. A manager or managing member signs it, and no notary is needed.

The fee is $40. Filing through SOSPortal is the faster route; ACH and card payments are accepted, and a card adds a convenience fee of $0.25 plus 2.25 percent. Paper filings go by mail or in person with a check or money order. The certificate takes effect when the Secretary of State accepts it, or on a later date you choose that is no more than 90 days after signing. Once filed, the record shows the LLC as Voluntarily Terminated.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Texas Secretary of State: Form 651 instructions, certificate of termination

The Comptroller's certificate of account status

This is the step that holds most Texas closings up. Form 651 must arrive with a certificate of account status from the Comptroller saying all taxes under title 2 of the Tax Code are paid and the LLC is in good standing for the purpose of termination. A printout of the franchise tax status page from the Comptroller's website is not enough, because the Comptroller issues several kinds of certificates and only the termination one counts.

The Comptroller lists the order: file all outstanding annual franchise tax reports and Public Information or Ownership Reports; file the final franchise tax report, which runs from the day after the last reported accounting period to a date within 60 days of the termination date; pay tax, penalty and interest; and file, pay and close every other Comptroller account, such as a sales tax permit. Only then request the certificate in Webfile or on Form 05-359.

Many small Texas LLCs owe no franchise tax. For report years 2026 and 2027 the no tax due threshold is $2,650,000, and an entity at or below it files only its Public Information Report or Ownership Report. That report is still required, and a missing one blocks the certificate just as unpaid tax would. The annual report is due May 15.

Watch the calendar. The certificate is valid through December 31 of the year it is issued, and it must be good through the effective date of the Form 651 filing. A certificate pulled in late December for a termination dated in January will not line up.

Source: Texas Comptroller: reinstating or terminating a business

Other Texas accounts to close

Payroll is handled outside the Comptroller. If the LLC had employees, close its unemployment tax account with the Texas Workforce Commission. TWC says an employer that closed without selling, or that no longer has any employees, can close the account in Unemployment Tax Services; an employer that sold the business uses a contact request instead.

Federal steps run alongside. The IRS expects a final return for the year the business closes, with the final-return box checked where the form has one, plus final payroll filings if there were employees. Local permits, assumed name certificates and professional licenses are separate from the state filing; cancel them with the office that issued them. For a fuller list see the closing a business checklist.

Source: Texas Workforce Commission: changes to the status of your business

Dissolving a Texas corporation

A Texas for-profit corporation ends with the same Form 651 and the same $40 fee. An officer signs it. The Comptroller certificate of account status is required in the same way, so the franchise tax steps above apply word for word: current reports, a final report, every Comptroller account closed, then the certificate.

Two federal steps apply to corporations and not to most LLCs. The corporation files IRS Form 966 after it adopts a resolution or plan to dissolve, and it files a final corporate income tax return. The board resolution and the shareholder vote come first; how to dissolve a corporation walks through both.

Source: Texas Secretary of State: Form 651 instructions, certificate of termination

If a Texas LLC just stops filing: forfeiture and reinstatement

Walking away does not close a Texas LLC. The penalty arrives through franchise tax: the Comptroller sends notices to entities that missed a report, ending with Form 05-213, Texas Notice of Forfeiture of Registration, and the Secretary of State can forfeit the entity under chapter 171 of the Tax Code. A forfeited LLC is not voluntarily terminated, and its owners lose the clean record that Form 651 creates.

Reinstating is possible at any time after forfeiture, as long as the LLC would otherwise have continued to exist. The Form 801 instructions require filing each delinquent franchise tax report and paying the tax, penalty and interest first. The Comptroller then issues a tax clearance letter (requested in Webfile or on Form 05-391), and Form 801 goes to the Secretary of State with a $75 fee. If the goal is simply to close, ask the Secretary of State whether you can terminate from the forfeited status or must reinstate first.

Source: Texas Secretary of State: Form 801 instructions, reinstatement after tax forfeiture

Withdrawing an out-of-state LLC from Texas

An LLC formed in another state but registered in Texas leaves with Form 608, the certificate of withdrawal of registration, for $15. If it is a taxable entity for franchise tax, it needs a Comptroller certificate of account status too, earned the same way as a Texas LLC: reports filed, tax paid, accounts closed.

If the LLC has already been dissolved in its home state, Texas wants Form 612, a termination of registration, also $15, with proof of the termination from the home state. Form 608 is for an entity that still exists at home and simply stops doing business in Texas.

Source: Texas Secretary of State: Form 608 instructions, certificate of withdrawal

Records to keep after a Texas LLC is terminated

Filing Form 651 ends the LLC; it does not end the retention clock. The IRS keeps most income tax records open to question for 3 years after filing, longer in some cases, and asks employers to keep employment tax records for at least 4 years. Keep the final franchise tax report, the Comptroller certificate and the filed Form 651 with the tax files, and name one member as the custodian.

Export before you cancel. Accounting, payroll, CRM, help desk and file storage vendors usually delete an account's data some time after the subscription ends. Our guides on how to export company records before closing and on business records after closing list what to pull and in what format.

Source: IRS: How long should I keep records?

Before deleting anything: the records may be worth something

A Texas company that ran for years usually leaves more than tax files: support tickets, field service notes, project histories, code. AI developers license records like these, de-identified and under written terms, and some closing companies have been paid for them. Whether yours qualify depends on how much there is, who owns it and what personal data it holds, so the time to check is before the archive is deleted. More in selling company data after closing.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.