How to Dissolve an LLC in Texas (2026)

To dissolve an LLC in Texas, file a Certificate of Termination of a Domestic Entity (Form 651) with the Texas Secretary of State, with a $40 filing fee, in duplicate. Before you can do that, you must obtain a Certificate of Account Status for Termination from the Texas Comptroller and attach it to the filing, the Secretary of State will reject a termination without it. Importantly, a printout from the Comptroller's website is not sufficient; you have to request the official certificate. That two-agency sequence is the part that trips most people up.

Here's the full process and the Texas-specific specifics.

Texas LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement and hold the required member vote to dissolve, then record it in writing. Texas calls the end of an LLC "termination," reached after the entity winds up its business under the Texas Business Organizations Code. Documenting the decision is the foundation for the filing that comes at the end.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Texas expects winding up to be completed before the Certificate of Termination is filed, and distributing assets ahead of creditors can create personal exposure for the company's obligations.

Step 3: Get your Certificate of Account Status from the Comptroller (do this first)

This is the step that defines Texas dissolution and the one to start early. Before the Secretary of State will terminate your LLC, you must obtain a Certificate of Account Status for Termination from the Texas Comptroller of Public Accounts, confirming the entity has paid all taxes due under the Texas Tax Code. To get it, your franchise tax must be current, which usually means filing your final franchise tax report (often a "No Tax Due" report and Public Information Report). Request the certificate through the Comptroller's Webfile system or by submitting Comptroller Form 05-359.

Read this part carefully: the casual printout of your franchise tax account status from the Comptroller's website is explicitly not sufficient. You need the official Certificate of Account Status for Termination, and it must be valid through the date your termination is effective with the Secretary of State. Build in time for this, because it's a separate agency and a separate request.

Step 4: File the Certificate of Termination with the Secretary of State

With the Comptroller's certificate in hand, file the Certificate of Termination of a Domestic Entity (Form 651) with the Texas Secretary of State, in duplicate, with the $40 fee, and attach the Certificate of Account Status. You can file through SOSDirect online, by mail to the Austin P.O. box, or by fax. Processing generally takes a few business days. Once filed, the entity's status changes to "Voluntarily Terminated" on the Secretary of State's records.

Step 5: Close accounts, licenses, and registrations

Finish by closing the company's footprint: cancel local business licenses and permits, close sales-tax and employer accounts with the Comptroller, close the business bank accounts, cancel the EIN with the IRS if appropriate, and withdraw any out-of-state registrations. Each open registration can keep generating obligations until it's closed.

The Texas wrinkle: two agencies, in order

The defining feature of Texas dissolution is that it runs through two agencies in a specific order: the Comptroller first, the Secretary of State second. You cannot simply file the termination and be done, the Secretary of State will reject Form 651 unless the Comptroller's Certificate of Account Status for Termination is attached. And you can't shortcut the certificate by printing your account status from the website, that printout is expressly not accepted.

The practical consequence is timing. Getting the certificate requires your franchise tax to be current and a request processed by the Comptroller, which takes time, so the worst approach is to leave it to the last minute or assume the Secretary of State filing is the only step. Plan the Comptroller request first, get the official certificate, then file the termination while the certificate is still valid through your effective date. People who treat Texas like a one-step state, just file with the Secretary of State, are the ones whose filings bounce. For the general picture of why proper dissolution matters, see can you just walk away from an LLC.

Frequently asked questions

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

The Secretary of State filing fee for a Certificate of Termination is $40. The Certificate of Account Status from the Comptroller doesn't carry a separate filing fee, but getting it requires your franchise tax to be current, so any unpaid franchise tax (and related penalties) is the real cost for an LLC that's fallen behind. For a current LLC, $40 plus the effort of obtaining the certificate is the whole cost.

Why was my Texas LLC termination rejected?

The most common reason is filing the Certificate of Termination without attaching the Comptroller's Certificate of Account Status for Termination, or attaching a website printout instead of the official certificate. The Secretary of State requires the official certificate, confirming all state taxes are paid, to be attached to Form 651. Get the certificate from the Comptroller first (via Webfile or Form 05-359), then file.

How long does it take to dissolve an LLC in Texas?

Once you file the Certificate of Termination with the required Comptroller certificate attached, the Secretary of State generally processes it in about 3–5 business days. The longer part is usually getting the Certificate of Account Status from the Comptroller first, which depends on your franchise tax being current and the Comptroller processing the request, so start that step early.

This page covers the Texas specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for other high-volume states, California and Florida. Texas's official forms are at the Texas Secretary of State, and the account-status certificate is requested from the Texas Comptroller.