Last Updated: February 16, 2024, 2:20 pm by TRUiC Team

How To Dissolve an LLC In Texas

If you no longer wish to conduct business with your LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble.

To dissolve an LLC in Texas, simply follow these three steps:

  1. Follow the Operating Agreement
  2. Close Your Business Tax Accounts
  3. File Articles of Dissolution
How to Dissolve an LLC in Texas

Step 1: Follow Your Texas LLC Operating Agreement

For most LLCs, the steps for dissolution will be outlined in the operating agreement. Some common dissolution steps include:

  • Holding a vote with LLC members to dissolve the LLC
  • Recording the dissolution vote in the LLC’s meeting minutes
  • Determining the formal date of dissolution
  • Distribution of LLC assets
  • Notifying creditors and settling any business debts

If your LLC does not have any set dissolution procedures in its operating agreement, you should consult the state for further instruction.

Step 2: Close Your Business Tax Accounts

The first step in closing your business in Texas is to close out all of your business tax accounts. You can close these by making sure they are totally paid off and by filing a final return for each account.

Close Franchise Tax Account

A. File this Year's Annual Report/Return

Businesses must make sure to file the current year's Franchise Tax Return as well as the Annual Franchise Tax Public Information Report. You can see more information on this report through our website.

B. Pay Due Franchise Tax

In order to be allowed to close your franchise tax account, you must have to the total balance paid off in its entirety. This includes any tax due, penalties, interest, and fees.

C. Submit Final Franchise Tax Return

After you have paid off your franchise tax balance, you may file your final return to the Texas Comptroller. This return must include data from the day after your last franchise tax return accounting period to within 60 days of your account closing.

An example of this would be: if your franchise tax accounting period ended on May 15, 2015, and your business closed November 23, 2015, then you would have to include data from May 16 - September 24.

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Close your franchise tax account through the Texas Comptroller

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Close Other Tax Accounts

In addition to franchise tax, your business may have other tax accounts it needs to close. As with franchise tax, you will need to make sure the accounts are paid off in their entirety before you file a final return. Here is a list of some of the accounts you are most likely to have to pay off.

Obtain Certificate of Account Status

After you have closed all your Texas tax accounts, you can file Form 05-359: Request for Certificate of Account Status to Terminate a Taxable Entity's Existence in Texas or Registration.

After you have submitted your forms and been approved you will receive them either by mail, fax, or online in a PDF format.

Obtain Certificate of Account Status

OPTION 1: Submit online through the Texas Comptroller Webfile

File Online

- OR -

OPTION 2: Submit by Mail

Download Form

You may file by mail by using the paper form

Mail to:
Comptroller of Public Accounts
P.O. Box 149348
Austin, TX 78714-9348

Step 3: File Articles of Dissolution

Articles of Dissolution are the forms that you file to voluntarily dissolve your LLC. Once this document has been filed and processed, your LLC will no longer legally exist.

Once you have your Certificate of Account Status from the Texas Comptroller, your final step will be to file your Certificate of Termination alongside your Certificate of Account Status.

Texas requires business owners to submit their Articles of Dissolution by mail, fax, online, or in person.

If you elect to file your Certificate of Termination by mail you will need to submit two signed copies alongside a physical copy of your Certificate of Account Status. While there are no definitive forms provided by the State of Texas, the State does provide forms that meet the minimum requirements for filing.

If you elect to file your Certificate of Termination online, you must include the Certificate of Account Status provided to you by the Texas Comptroller. If you include anything other than the official Certificate, your request to terminate will be rejected.

Submit Certificate of Termination

OPTION 1: File By Mail or In Person

Download Form

- OR -

OPTION 2: File Online Through Texas' SOSDirect

File Online

Fee: $40

Fax: (512) 463-5709 (must include Payment Form)

Mail to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697

In Person Filing Address:
James Earl Rudder Office Building
1019 Brazos St.
Austin, TX 78701

You can also have a professional service provider file your Articles of Dissolution for you. Bizee (formerly Incfile) prepares the Articles of Dissolution for you, and files them to the state for $149 + State Fees.

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