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How to Dissolve a Corporation in Texas (Certificate of Termination, $40)

Updated September 3, 2026. Quick answer: a Texas for-profit corporation dissolves by filing Certificate of Termination under Tex. Bus. Orgs. Code § 11.101 for $40, but Texas will not accept it without a tax clearance certificate in hand first.

The filing, and what Texas calls it

Texas files a Certificate of Termination (SOS Form 651) under BOC §§ 11.051, 11.052(a)(2) and 11.101-11.102, with the Secretary of State accepting the document but the Comptroller of Public Accounts controlling whether it can be accepted at all.

The tax clearance question

Texas will not accept the Certificate of Termination without a tax clearance in hand. Texas will not accept the Certificate of Termination without a Comptroller-issued “Certificate of Account Status for Termination,” confirming every Title 2 tax the entity owes, including its final franchise tax report, has been paid. A plain account-status printout is not enough; it must be the termination-specific certificate. (Tex. Bus. Orgs. Code § 11.101(b))

Creditors and the claims window

Texas requires a formal notice-to-known-and-unknown-creditors procedure, with a 120-day claims-bar window. A baseline notice is mandatory. The default rule lets claims survive three years after termination (§ 11.356), extinguished after (§ 11.359(a)); an optional accelerated procedure instead gives creditors a minimum 120 days to present a claim, with 180 days to sue after a rejection. (Tex. Bus. Orgs. Code §§ 11.052(a)(2), 11.356, 11.358(b)(3), 11.358(f)(3), 11.359(a))

What the filing costs

The Certificate of Termination carries a $40 filing fee. The final franchise tax report has to be accepted before the Comptroller will issue the account-status certificate, so budget time for that step separately from the $40 filing fee itself.

What this page does not answer

Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by Texas’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.

This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.

This page covers a for-profit business corporation. If you are closing an LLC in Texas instead, the filing, fee and statute are different: see dissolving an LLC in Texas.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.

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