Updated August 12, 2026. Quick answer. To dissolve an LLC in Texas you file the Certificate of Termination of a Domestic Entity, and it can be filed online or on paper. Fee: $40. Texas attaches a state tax-clearance step before you file. Until that filing is accepted the LLC still legally exists — and whatever Texas charges an LLC each year keeps accruing against it.
What you file in Texas, and what it costs
| Item | Detail |
|---|---|
| Filing | Certificate of Termination of a Domestic Entity, Form 651 (single SOS filing, submitted in duplicate), accompanied by a Comptroller Certificate of Account Status for Dissolution/Termination (Form 05-305) |
| Fee | $40 |
| How you can file | both — Online via SOSDirect or SOSUpload, or by mail/in person, per the Comptroller’s termination page (‘submit these items to the Texas Secretary of State… via SOSDirect, SOSUpload, or mail’) and the SOS Form 651 instructions (duplicate copies for paper filing). |
| Tax clearance | required |
| Statute | Tex. Bus. Orgs. Code §§ 11.051–11.052 (winding up events), § 11.101 (certificate of termination); Tex. Tax Code §§ 171.251, 171.255, 171.302, 171.309 (forfeiture chain) |
Filed with the TX Secretary of State (P.O. Box 13697, Austin, TX 78711-3697, or 400 W. 15th St., Austin). No separate SOS ‘articles of dissolution’ step, but the Comptroller side is effectively a prerequisite step: request the certificate via Webfile or Comptroller Form 05-359 (‘Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas’); the Comptroller issues Form 05-305, which must accompany Form 651. SOS Form 651 instructions: a web printout of franchise tax account status ‘is not sufficient.’ Form current rev. 12/23.
On the fee. Per the SOS’s own Form 651 filing instructions (sos.state.tx.us/corp/instructions/651.shtml): ‘The filing fee for a certificate of termination is $40.’ Online SOSDirect filings add a 2.7% card convenience charge; mail with check is the cheapest standard route. The Comptroller certificate itself is free.
Tax clearance in Texas
Texas is one of the six states that attach a tax-clearance step to closing an LLC, and it applies before you file: the certificate of termination must be accompanied by the Comptroller’s certificate of account status.
SOS Form 651 instructions: the certificate of termination ‘must be accompanied by a certificate of account status from the Texas Comptroller of Public Accounts indicating that all taxes under title 2 of the Texas Tax Code have been paid and that the entity is in good standing for the purpose of termination’ (Comptroller Form 05-305, obtained by filing all outstanding and final franchise tax reports and requesting via Webfile or Form 05-359). Comptroller notes the certificate ‘is valid through Dec. 31 of the year issued.’ Agency: Texas Comptroller of Public Accounts.
Do not just walk away
Closing the business is not closing the entity. Comptroller forfeits corporate privileges 45 days after notice of unfiled report/unpaid franchise tax (Tax Code § 171.251); after forfeiture, each director/officer (LLC managers/members in governing roles) becomes personally liable, ‘as if… a partner,’ for entity debts created after the report/tax due date (§ 171.255); SOS forfeits the charter/certificate if privileges are not revived within 120 days (§ 171.309)
Statutory text confirmed from a codified-text mirror: § 171.251 — forfeiture where the entity ‘does not file, in accordance with this chapter and within 45 days after the date notice… is mailed, a required report’ or does not pay tax/penalty within 45 days of notice; § 171.255 — ‘each director or officer… is liable for each debt of the corporation that is created or incurred in this state after the date on which the report, tax, or penalty is due,’ liability ‘in the same manner and to the same extent as if the director or officer were a partner and the corporation were a partnership,’ and revival of the charter does not erase it;
Closing the tax accounts
File all outstanding annual franchise tax and Public/Ownership Information Reports; file a Final Franchise Tax Report covering the period through a date within 60 days of the termination date; pay all tax, penalty, and interest; close all other Comptroller tax accounts (e.g., sales tax); then request the Certificate of Account Status (Webfile or Form 05-359)
Per the Comptroller’s ‘Terminating a Business’ page (comptroller.texas.gov/taxes/franchise/reinstate-terminate.php), including the quoted requirement that the final report cover accounting data ‘through a date that is within 60 days of the entity’s termination date.’
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in Texas — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
Tex. Bus. Orgs. Code §§ 11.051–11.052 (winding up events), § 11.101 (certificate of termination); Tex. Tax Code §§ 171.251, 171.255, 171.302, 171.309 (forfeiture chain). Fee, form and procedure read 2026-08-10 from the official source. The fee and the tax-clearance position were re-checked against the SOS’s own Form 651 instructions, re-read 2026-08-12 (the $40 fee and the certificate-of-account-status requirement quoted verbatim).
Research note. Fee, certificate-of-account-status requirement, and filing addresses from the SOS’s own Form 651 instructions page; wind-down sequence and 60-day final-report window from the Comptroller’s official termination page (https://comptroller.texas.gov/taxes/franchise/reinstate-terminate.php). Access failures recorded: sos.state.tx.us/corp/termfaqs.shtml returned 403; statutes.capitol.texas.gov (all Docs/SOTWDocs URLs) served an SPA shell with no statute text — Tax Code §§ 171.251/171.255/171.309 therefore verified via the law.onecle.com mirror (https://law.onecle.com/texas/tax/171.255.html).
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.
If Texas forfeited or involuntarily terminated the LLC, that is not a voluntary closing. Follow the Texas LLC reinstatement path before using the dissolution steps above.