How to Shut Down a Business in Texas
Complete guide to dissolving your business entity with the Texas Secretary of State.
Quick Answer
To dissolve a business in Texas, file Certificate of Termination of a Domestic Entity with the Texas Secretary of State. The LLC filing fee is $40 and corporation fee is $40. Texas requires tax clearance from the Texas Comptroller of Public Accounts before dissolution. Standard processing takes 5-7 business days.
Quick Facts
| Filing Agency | Texas Secretary of State |
| Website | https://www.sos.state.tx.us/corp/ |
| LLC Dissolution Fee | $40 |
| Corporation Dissolution Fee | $40 |
| Tax Clearance Required | Yes |
| Processing Time | 5-7 business days |
| Online Filing | Yes |
| Phone | (512) 463-5555 |
LLC Dissolution in Texas
Steps to Dissolve an LLC
- 1 Vote to dissolve the LLC according to the company agreement or by member consent
- 2 Wind up business affairs, settle debts, and distribute remaining assets
- 3 File a final franchise tax return with the Texas Comptroller of Public Accounts
- 4 Obtain a Certificate of Account Status (Comptroller Form 05-305) from the Texas Comptroller
- 5 Complete Form 651 — Certificate of Termination in duplicate
- 6 Attach the Certificate of Account Status to Form 651
- 7 File Form 651 with the Secretary of State with $40 filing fee
- 8 Cancel any licenses, permits, and registrations
- 9 Close business bank accounts and cancel your EIN with the IRS
Corporation Dissolution in Texas
Steps to Dissolve a Corporation
- 1 Hold a board of directors meeting to recommend dissolution
- 2 Obtain shareholder approval for the dissolution (two-thirds of outstanding shares)
- 3 Wind up business affairs, settle debts, and distribute remaining assets
- 4 File a final franchise tax return with the Texas Comptroller of Public Accounts
- 5 Obtain a Certificate of Account Status (Comptroller Form 05-305) from the Texas Comptroller
- 6 Complete Form 651 — Certificate of Termination in duplicate
- 7 Attach the Certificate of Account Status to Form 651
- 8 File Form 651 with the Secretary of State with $40 filing fee
- 9 Cancel any licenses, permits, and registrations
- 10 Close business bank accounts and cancel your EIN with the IRS
Tax Requirements
Tax Agency: Texas Comptroller of Public Accounts
https://comptroller.texas.gov/taxes/franchise/
Phone: (512) 463-4600
Texas has no state income tax but imposes a franchise tax on all entities. You must file a final franchise tax return and obtain a Certificate of Account Status (Form 05-305) from the Comptroller before filing termination papers with the Secretary of State. The certificate must remain valid through your filing date. Contact the Comptroller at (800) 252-1381 (toll-free) for assistance.
Additional Requirements
Contact Information
Agency: Texas Secretary of State
Address: P.O. Box 13697, Austin, TX 78711-3697
Phone: (512) 463-5555
Email: corpinfo@sos.texas.gov
Website: https://www.sos.state.tx.us/corp/
Online Portal: https://direct.sos.state.tx.us/acct/acct-login.asp
Need Help Shutting Down in Texas?
Get the detailed guide with templates and step-by-step form instructions, or let our agent handle everything.
This guide is for informational purposes only and does not constitute legal advice. Information is sourced from official state websites and was last verified in 2026. Always confirm current requirements directly with the Texas Secretary of State. Consult an attorney for advice specific to your situation.