How to dissolve an LLC in Texas

Step 1: Agree to dissolve

Follow the LLC's operating agreement: most say what vote closes the company. Without one, Texas' default rules decide, which usually means the members' consent. Write the decision down, signed by the members or managers, and keep it with the company's records; Texas doesn't ask you to file it.

Step 2: Wind up the business

Winding up is the time between the decision and the final filing, when the LLC does only what closing requires:

• finish or hand off its contracts and stop taking new work;
• tell creditors, collect what customers owe, and pay its debts or set money aside for them;
• sell or distribute its property, then pay what's left to the members as the operating agreement says;
• cancel its licenses, permits and any assumed name filings, and close its bank accounts last.

Step 3: File final tax returns and get tax clearance

A certificate of account status from the Comptroller of Public Accounts showing that all franchise taxes are paid must be attached; request it through the Comptroller's Webfile or Form 05-359 (a printout of the online account status page doesn't qualify).

On the federal side, a multi-member LLC files a final Form 1065 (check the final return box), a single-member LLC reports its last year on the owner's return, and an LLC with employees files final payroll returns. The IRS doesn't cancel an EIN, but it will close the LLC's account if you write to it.

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

What to file: Certificate of Termination (Form 651). File online through SOSPortal, or by mail, fax or in person.

When it takes effect: Effective when filed, or on a delayed date up to 90 days after signing.

File online, or open the form or its instructions.

Step 5: Keep the records

Keep the filed Certificate of Termination, the members' decision, the final returns and the records of what was paid and distributed. Tax records are usually kept for several years, and the filed document is what shows a bank, a landlord or a court that the LLC closed. On our sister site, the Texas company records show each company's status as the state's register lists it.

If you just stop filing

An LLC that stops filing its recurring report isn't closed: Texas eventually ends it administratively, but until then fees, penalties and any state tax keep adding up, and an administratively dissolved LLC can usually be reinstated, debts included. Filing the Certificate of Termination closes it on your terms and on the record. Texas' recurring filing, for reference: Public Information Report with the franchise tax report, due May 15 each year.

Sources

• 651 boc (PDF), sos.state.tx.us
• Help corp filing 651, direct.sos.state.tx.us
• Reinstate terminate, comptroller.texas.gov

Read from the Texas Secretary of State's own pages and forms on October 10, 2026.