How to Dissolve an LLC in Texas (2026)
Dissolving an LLC in Texas means filing the Certificate of Termination, Form 651, with the Secretary of State for a $40 fee.
Before the state accepts that filing, you also need a Certificate of Account Status from the Texas Comptroller. It proves your franchise tax account is current.
This guide covers the voluntary dissolution of a domestic Texas LLC. That's an LLC that members choose to close on their own. If your LLC formed somewhere else and only registered to do business in Texas, you'll file a withdrawal form instead.
Quick Summary
- Request your Comptroller tax clearance first. The Secretary of State rejects Form 651 without it.
- Notify every known creditor in writing before you wind down. Texas law requires this notice for every domestic entity except general partnerships.
- Texas has no short form, so every domestic LLC files the same paperwork. Keep your certificate of termination for the bank.
Texas LLC Dissolution Quick Reference
Here's the exact form, fee and contact information you need to close a Texas LLC. Use it to confirm the numbers below before you start filling anything out.
| Detail | Information |
|---|---|
| Form name | Certificate of Termination of a Domestic Entity (Form 651) |
| Filing fee | $40 |
| Expedited options | Standard $50 (2 to 3 business days), Next-Day $500, Same-Day $750, each on top of the $40 filing fee |
| Standard processing | Not published by the Secretary of State |
| Online portal | SOSDirect |
| Mail address | Secretary of State, P.O. Box 13697, Austin, TX 78711-3697 |
| In-person address | 400 W. 15th Street, Austin, TX 78701 |
| Notarization required | No |
| Tax clearance required (agency) | Yes, a Certificate of Account Status from the Texas Comptroller |
| Online filing mandatory for | Not required for any filing type |
| Short-form eligibility | None. Every domestic LLC files the same Form 651 |
How to Dissolve an LLC in Texas: 6 Steps
Follow these six steps in order, from the internal vote to closing your last account. For the general process that applies across states, see our guide to how to dissolve an LLC.
Step 1: Vote to Dissolve
Start by reviewing your company agreement for its own dissolution rules. If it addresses dissolution, follow the threshold it sets.
If your agreement is silent, Texas law sets the default rule. A majority of all members must approve, or a majority of managers if the LLC has no members [1].
Step 2: Notify Creditors
Send written notice to every known creditor and claimant once you decide to wind up the LLC. Texas law requires this step for every domestic entity except general partnerships [2].
If you choose to use the accelerated claim procedure instead, your notice must give each claimant at least 120 days to respond in writing.
A claimant who ignores a rejection notice loses the right to sue after 180 days. Any claim against the company still expires three years after termination either way.
Step 3: File Final Tax Returns and Get Tax Clearance
File your LLC's final franchise tax report with the Texas Comptroller in the year you plan to terminate, and pay any tax you owe. This filing is separate from the paperwork you send the Secretary of State.
Once your account is current, request a Certificate of Account Status from the Comptroller. Most LLCs can request it online through Webfile.
A few types of entities still mail Form 05-359 instead. That includes entities in a combined group, those active less than a year and those under audit.
You need this certificate before the Secretary of State will accept your termination paperwork, so request it before you file Form 651.
Step 4: File the Certificate of Termination with the Secretary of State
Submit Form 651, the Certificate of Termination, to the Secretary of State. Include your $40 fee and the Comptroller's Certificate of Account Status.
You can file online, by mail or in person. Online filers use SOSDirect, the state's electronic filing system. Texas doesn't require it, so choose whichever channel is easiest for you.
Texas doesn't offer a shorter form for smaller LLCs. Only a few no-asset nonprofits pay a lower fee and skip the account status certificate.
Mail your paperwork to the Secretary of State, P.O. Box 13697, Austin, TX 78711-3697. Or drop it off in person at 400 W. 15th Street in Austin.
Regular filings don't come with a published turnaround time. If you need it faster, Standard Expedited service costs $50 on top of your filing fee and takes about 2 to 3 business days. Next-Day and Same-Day service cost $500 and $750 on top of the filing fee.
You don't need a notary for this filing. An authorized manager or member-manager just signs the form. The Secretary of State files it on that signature alone.
Step 5: Distribute Remaining Assets
Before you distribute anything, pay off or set aside money for every debt and obligation the LLC owes. Texas law requires this discharge step before members see a dime.
Once liabilities are covered, split what's left among members according to their ownership interests. Texas law allows the payout in cash, in property or as a mix of both.
Step 6: Close Accounts and Cancel Licenses and Permits
Give your bank a copy of the certificate of termination so it can close your business accounts. Cancel any local licenses or permits tied to your business address, and let your Texas registered agent service know the LLC is closing. If you'd rather start a new LLC instead, see our guide to form an LLC in Texas.
If your LLC held a sales tax permit, close the location through the Comptroller's Close Business Location form. File a final sales and use tax return too. It should cover sales through your last day in business.
FAQs
How Much Does It Cost to Dissolve an LLC in Texas?
How much it costs to dissolve an LLC in Texas comes down to a single flat fee. You'll pay $40 no matter how you submit your paperwork.
How Long Does It Take to Dissolve an LLC in Texas?
How long it takes to dissolve an LLC in Texas depends on whether you pay to speed it up. The Secretary of State doesn't publish a turnaround time for regular filings. Same-Day service costs more, but it gets your paperwork filed the same day.
Do LLCs in Texas Need Tax Clearance Before They Can Dissolve?
Yes, Texas LLCs need tax clearance before they can dissolve. See Step 3 above for how to request the Certificate of Account Status.
Can I Reinstate a Dissolved LLC in Texas?
Yes, you can reinstate a dissolved LLC in Texas. File an application for reinstatement and pay any taxes and penalties you owe. Then get a new Tax Clearance Letter from the Comptroller.
References:
- https://tcss.legis.texas.gov/resources/bo/htm/bo.101.htm
- https://tcss.legis.texas.gov/resources/bo/htm/bo.11.htm
