How to Dissolve an LLC in Texas: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You dissolve a Texas LLC by winding up the business under Business Organizations Code Chapter 11, filing a final franchise tax report and obtaining a Certificate of Account Status from the Texas Comptroller, then filing a Certificate of Termination (Form 651) with the Texas Secretary of State for a $40 fee. The Comptroller's certificate must be attached to Form 651, so tax clearance comes first.

When and Why a Texas LLC Dissolves

A Texas LLC winds up and terminates when a triggering event occurs under the Texas Business Organizations Code (BOC). The most common trigger is a voluntary decision by the members to close, but winding up also follows an event specified in the company agreement, expiration of a stated duration, a court order, or involuntary termination by the state. For most small businesses, voluntary dissolution by member consent is the path. The governing rules are in BOC Chapter 11 (winding up and termination generally) and BOC Chapter 101 (limited liability companies).

Dissolving properly matters because a Texas LLC that is merely abandoned continues to exist in the Secretary of State's records and remains liable for the annual franchise tax report. Formal termination - after clearing franchise tax with the Comptroller - stops those obligations and gives the members a clean close. For the concept across states, see the national how to dissolve an LLC guide, the how to close a business checklist, and what an LLC is.

What You'll Need Before You File

Before submitting the termination, get winding-up in order. Texas layers a tax-clearance step in front of the state filing, so tax accounts matter here more than in some states:

• A recorded member consent to wind up, under your company agreement or the BOC;
• A list of known creditors and outstanding debts to notify and pay;
• Your franchise tax account - final report filed and any tax paid - so the Comptroller will issue the Certificate of Account Status;
• Your sales tax permit and other accounts to close;
• An inventory of assets to liquidate or distribute to members.

How to Dissolve a Texas LLC, Step by Step

Dissolving a Texas LLC is a five-step process that ends with Form 651. The distinctive feature is that the Comptroller's tax clearance must be obtained before the Secretary of State will terminate the entity.

1. Approve winding up. Obtain member consent as required by your company agreement or, if it is silent, by the majority the BOC Chapter 101 rules require. Record the decision in writing.
2. Wind up the business. Under BOC Chapter 11, cease business except as needed to wind up, notify and pay or provide for creditors, and distribute any remaining assets to members by their interests.
3. File the final franchise tax report and request tax clearance. File your final franchise tax report with the Comptroller, pay any tax due, and request a Certificate of Account Status for termination using Form 05-359.
4. File the Certificate of Termination (Form 651). File Form 651 with the Texas Secretary of State, pay the $40 fee, and attach the Comptroller's Certificate of Account Status. The LLC's existence ends when the certificate is filed.
5. Close remaining accounts. Close your sales tax permit, business bank accounts, and local licenses, and keep your records. Notify the IRS to close the business account associated with your EIN.

Texas LLCs file a Certificate of Termination, not "Articles of Dissolution" - the BOC uses termination as the final act that ends the entity.

The Certificate of Account Status (Tax Clearance)

The step that makes Texas different is the mandatory Certificate of Account Status for termination from the Texas Comptroller. Under the BOC, the Secretary of State will not accept a Certificate of Termination for a taxable entity unless it is accompanied by evidence that all franchise taxes are paid. You obtain that evidence by filing your final franchise tax report, paying any amount due, and requesting the certificate with Comptroller Form 05-359 (Request for Certificate of Account Status to Terminate a Taxable Entity's Existence).

Requesting the certificate is free, but it will only issue once your franchise tax account is current. This is why the order of operations is fixed: clear the Comptroller first, then file with the Secretary of State. If your LLC was below the no-tax-due threshold, you still must have filed the required reports; see Texas franchise tax and annual reports for the reporting rules that apply while the LLC is active.

Texas Dissolution Fees (2026)

The state cost to dissolve is modest and centered on the $40 termination fee. The table lists the items involved, verified against the Secretary of State fee schedule and the Comptroller. Amounts are effective for 2026.

Expedited handling is available from the Secretary of State for an added fee; confirm the current amount on the fee schedule before filing. Compare formation costs at Texas LLC cost and the national picture at cost to dissolve an LLC.

Final Franchise Tax Report and Closing Accounts

Settling franchise tax is the gateway to termination in Texas. File your final franchise tax report with the Comptroller for the period through your winding-up, along with the required Public Information Report (Form 05-102) for most LLCs. Because Texas has no personal income tax, the franchise tax and its report are the main state obligation, and the Comptroller will not clear the account until the final report is filed and any tax paid. See Texas franchise tax for report mechanics.

Also close your other accounts. If your LLC held a sales and use tax permit, file the final sales tax return and close the permit through the Comptroller's permit system. If the LLC had employees, file final federal employment tax returns and close payroll accounts. The IRS keeps your EIN assigned to the entity permanently, but you can send the IRS a letter to close the associated business account once all final returns are filed - see the IRS closing a business steps.

After Termination: What Ends and What Survives

Once the Secretary of State files your Certificate of Termination, the LLC ceases to exist and its registered agent obligation ends. Winding up does not erase every liability, though: under BOC Chapter 11, a terminated entity continues for a limited period so that claims can be resolved, and members who received distributions can remain answerable, to the extent of those distributions, for claims that were not paid or provided for. This is why you pay or provide for creditors before distributing to members.

Keep the LLC's records, final tax returns, and the Certificate of Account Status for several years in case a question arises. If the business held federal registrations such as a trademark, handle those separately, because state termination does not affect them. If you ever need to reactivate, an entity terminated for tax forfeiture can generally be reinstated after curing the tax problem, which is a separate process from voluntary termination.

Penalties for Not Dissolving Properly

Skipping formal dissolution creates continuing exposure. A Texas LLC that stops operating but never files a Certificate of Termination stays on the Secretary of State's records and keeps owing the annual franchise tax report. Failing to file or pay lets the Comptroller assess penalties and interest and ultimately forfeit the entity's right to transact business and its corporate privileges - which can expose managers to personal liability for certain debts incurred during forfeiture.

Distributing assets to members before paying or providing for known creditors can also expose those members to clawback claims. Following the sequence - consent, wind up, clear franchise tax, then terminate - is the way to close cleanly and cap liability. For the cross-state view, see what happens if you don't dissolve an LLC.

Frequently Asked Questions

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

The Texas Secretary of State charges $40 to file the Certificate of Termination (Form 651). Requesting the Certificate of Account Status from the Comptroller is free, but you must pay any outstanding franchise tax before the certificate will issue.

What form dissolves a Texas LLC?

You file a Certificate of Termination (Form 651) with the Texas Secretary of State for $40, with a Certificate of Account Status for termination from the Comptroller attached to confirm franchise taxes are paid.

Do I need a tax clearance to dissolve a Texas LLC?

Yes. Texas requires a Certificate of Account Status for termination from the Comptroller before the Secretary of State will accept Form 651. You request it using Form 05-359 after filing your final franchise tax report and paying any tax due.

How do I get a Certificate of Account Status in Texas?

File your final franchise tax report, pay any tax owed, and request the Certificate of Account Status to terminate using Comptroller Form 05-359. Once issued, attach it to Form 651 and file with the Secretary of State.

What happens if I do not dissolve my Texas LLC?

The LLC keeps existing and remains liable for the annual franchise tax report. Failing to file or pay can lead to penalties, interest, and forfeiture of the right to transact business, which can expose managers to personal liability for certain debts.

Related

• How to dissolve an LLC (cluster hub)
• How to form an LLC in Texas
• Texas registered agent
• Texas franchise tax and annual reports
• Texas LLC cost and filing fees
• Business license in Texas
• Cost to dissolve an LLC
• What happens if you don't dissolve an LLC
• How to close a business
• How to dissolve an LLC in California (sibling)

Sources

1. Texas Secretary of State - Business Organizations Code Forms (Form 651 Certificate of Termination).
2. Texas Secretary of State - Form 651, Certificate of Termination (PDF) (Certificate of Account Status required).
3. Texas Secretary of State - Filing Fee Schedule ($40 Certificate of Termination).
4. Texas Comptroller - Reinstating or Terminating a Business (Certificate of Account Status) (Form 05-359).
5. Texas Comptroller - Franchise Tax Filing Requirements (final report; Public Information Report 05-102).
6. Texas Comptroller - Franchise Tax (report mechanics; no-tax-due threshold).
7. Texas Comptroller - Sales and Use Tax Permit (closing the permit).
8. Texas Business Organizations Code - Chapter 11, Winding Up and Termination.
9. Texas Business Organizations Code - Chapter 101, Limited Liability Companies.
10. IRS - Closing a Business (final federal returns; EIN account).
11. Cornell Law School LII - Dissolution (definition).
12. Cornell Law School LII - Winding up (definition).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Texas Secretary of State and Texas Comptroller before acting.