Dissolving a company in Texas
The state-level facts for closing an LLC or corporation in Texas: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Texas LLC
- Dissolution filing
- Certificate of Termination of a Domestic Entity (Form 651) — filed with the Texas Secretary of State. (official source)
- Filing fee
- $40 (official source)
- Tax clearance before filing
- Certificate of Account Status for Termination (Comptroller Form 05-305) MUST accompany Form 651, showing all Title 2 Tax Code taxes paid and the entity in good standing FOR THE PURPOSE OF TERMINATION, good through the effective date of the SoS filing. Obtain it by first filing all outstanding fra… (official source)
- Texas franchise tax
- File any required FINAL franchise tax report covering accounting data from the day after the last annual report's accounting period end date through a date within 60 days of the termination date; pay all tax, penalty and interest; then request the 05-305 certificate. (official source)
- Final state return
- Final franchise tax report (see above). Texas has no state income tax on the entity's owners to finalize at the state level beyond franchise tax. (official source)
Worth knowing
- Form 651 is rejected without the right flavor of 05-305 — it must say 'for the purpose of termination'; the Comptroller issues many different account-status certificates and a website printout does not satisfy the statute.
- The 05-305 expires December 31 of the year issued and must be good through the SoS filing's effective date — year-end filings are the classic trap.
- Foreign entities withdrawing (Form 608) need the account-status certificate too, issued for the purpose of withdrawal.
- The final franchise report's accounting period must end within 60 days of the termination date.
- Credit-card payments to the SoS carry a 2.7% convenience fee; file in duplicate for mail submissions.
Texas corporation
- Dissolution filing
- Certificate of Termination of a Domestic Entity (same Form 651 for for-profit corporations and LLCs; nonprofit corporations use Form 652) (Form 651) — filed with the Texas Secretary of State. (official source)
- Filing fee
- $40 (official source)
- Tax clearance before filing
- Identical to the LLC path: Comptroller Form 05-305 Certificate of Account Status to Terminate Texas Registration, obtained after filing all outstanding reports + the final franchise report + payment + closing other Comptroller accounts, requested via Webfile or Form 05-359; must be good through t… (official source)
- Texas franchise tax
- Final franchise tax report covering the day after the last annual report accounting period end through a date within 60 days of termination; pay all tax, penalty, interest. (official source)
- Final state return
- Final franchise tax report (no separate Texas corporate income tax). (official source)
Worth knowing
- Same 05-305 traps as the LLC entry: termination-purpose certificate only, expires Dec 31, website printout insufficient, must be good through the effective date.
- Winding up must be complete before Form 651 is filed (the form certifies the entity has complied with the winding-up provisions of the BOC).
- Filing a false certificate of account status statement is a Class A misdemeanor (state jail felony if intent to defraud) per the 651 instructions.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.