Texas is the one state in this series where the dissolution form is genuinely the last document you file, because the Secretary of State will not accept it without a piece of paper from a different agency. Form 651, the Certificate of Termination of a Domestic Entity, costs $40 and has a section headed Tax Certificate (Required): a certificate from the Comptroller of Public Accounts that all taxes under Title 2 of the Tax Code have been paid. Getting that certificate — Form 05-305, the Certificate of Account Status to Terminate Texas Registration — is the actual work of dissolving a Texas LLC, and it has its own six-step sequence on the Comptroller's side. This page walks through both halves in order, the fees, and the calendar trap in the certificate's expiry date.
Step one: the Comptroller's certificate of account status
The Comptroller's terminate-a-business page sets out what an entity must do before it can request the certificate. Steps 1 to 4 must be complete before step 5:
- File all outstanding annual franchise tax reports and Public Information Reports. Most small LLCs owe no franchise tax — revenue under the no-tax-due threshold — but the Public Information Report is still due every 15 May, and a missing one blocks the certificate.
- File a final franchise tax report covering the period from the day after the last annual report's accounting period through a date within 60 days of the planned termination date.
- Pay any tax, penalty and interest due.
- File, pay and close every other Comptroller account — sales and use tax above all. An LLC that collected sales tax and never filed a final return will not get the certificate.
- Request the certificate online through Webfile, or on paper with Form 05-359, Request for Certificate of Account Status to Terminate a Taxable Entity's Existence in Texas or Registration.
- Attach the resulting Form 05-305 to the Secretary of State filing.
The Comptroller states that the certificate of account status 'is valid through Dec. 31 of the year issued'. A certificate requested in late November leaves a few weeks to file Form 651; one requested in January leaves eleven months. If the Secretary of State filing slips into the new year, the whole Comptroller sequence has to be repeated, including a fresh final report.
Step two: Form 651, $40
The Certificate of Termination asks for the LLC's name, its entity type, formation date and Secretary of State file number; the names and addresses of its governing persons (the managers, or the members of a member-managed LLC); the event requiring winding up — for a voluntary closure, option A, 'a voluntary decision to wind up the entity has been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity'; a certification that the LLC has complied with the Code's winding-up provisions; and the tax certificate. Effectiveness can be immediate on filing, delayed to a date up to 90 days after signing, or tied to a future event. The filing fee is $40, and paper filings go in duplicate to the Secretary of State, P.O. Box 13697, Austin, TX 78711-3697; the Comptroller's page says both agencies prefer online submission through SOSDirect or SOSUpload.
| Item | Fee | Notes |
|---|---|---|
| Certificate of Termination (Form 651) | $40 | Submit in duplicate by mail, or via SOSDirect / SOSUpload |
| Comptroller certificate of account status (Form 05-305) | $0 | Requested via Webfile or Form 05-359; valid to 31 December of the year issued |
| Expedited SOS processing | $50 / $500 / $750 | Texas Express tiers — usually unnecessary for a termination |
| Final franchise tax report | $0 if under the no-tax-due threshold | Still must be filed to obtain the certificate |
Why forfeiture is not a substitute
A Texas LLC that stops filing its franchise tax report and PIR is eventually forfeited by the Comptroller and then by the Secretary of State. Owners sometimes treat this as a free dissolution; it is the opposite. During forfeiture the LLC cannot sue or defend itself in Texas courts, and under Tax Code chapter 171 each officer or manager can be held personally liable for debts the entity incurs after the forfeiture date — the liability shield is the thing being forfeited. Reinstating later requires every missing report, a tax clearance letter (Form 05-391 and 05-377) and the Secretary of State's reinstatement fee. A $40 termination with a clean certificate is the cheaper and safer exit by a wide margin.
Winding up under the Business Organizations Code
Form 651 has you certify compliance with the Code's winding-up provisions, which in substance means: the decision was approved as the operating agreement requires, the LLC has stopped doing business except to wind up, creditors have been paid or provided for, and remaining property has been distributed to the members. Texas also lets a terminated entity be reinstated within three years if the termination was a mistake, but that is a separate filing with its own fee — decide first, terminate second. If the LLC was registered as a foreign entity in other states, each of those needs a withdrawal too; the Texas termination does not close them.
The federal side: final return and the EIN
The state filing ends the LLC as a legal entity; it does nothing at the IRS. Two things close the federal account. First, a final tax return for the year the business closes: a single-member LLC reports on Schedule C of the owner's 1040 as usual; a multi-member LLC files Form 1065 with the final return box checked (near the top of the front page) and the final K-1 box checked on each partner's Schedule K-1. If the LLC paid any contractor $600 or more that year, the 1099-NECs are still due. Second, the EIN. The IRS is explicit that an EIN is never cancelled — it is the entity's permanent number — but the business account can be deactivated by letter once every return is filed and every balance paid. The letter needs the EIN, the legal name, the address and the reason, ideally with a copy of the original EIN assignment notice; the IRS's current EIN page lists mail stops in Kansas City and Ogden (irs.gov). Keep employment-tax records for at least four years after closing.
Sources
Texas Secretary of State Form 651 (rev. 12/23: $40 fee, duplicate filing, governing persons, winding-up events, 90-day delayed effectiveness, required tax certificate); the Comptroller's Reinstating or Terminating a Business page (six-step sequence, Forms 05-359 and 05-305, certificate valid through 31 December, Webfile and SOSDirect/SOSUpload); Texas Express expedite tiers and the PIR deadline from our earlier Texas verification rounds; irs.gov closing-a-business and EIN pages. All fetched 12 September 2026. Related: what a Texas LLC costs, the Texas entity search guide and the Texas registered agent guide.