How to Dissolve an LLC in Texas (2026): Form 651, the Certificate of Account Status, and the $40 Fee

To dissolve an LLC in Texas, you first get a Certificate of Account Status from the Texas Comptroller (which requires a final franchise tax report), then file a Certificate of Termination (Form 651) with the Secretary of State for $40. Texas calls the filing a termination, not a dissolution, and the Secretary of State rejects any Form 651 that arrives without the Comptroller's certificate attached.

The order is the whole trick. Most delays in Texas come from founders filing Form 651 first and getting it bounced.

At a glance

• Order: final franchise tax report, then Certificate of Account Status, then Form 651
• State fee: $40 (Secretary of State); $0 (Comptroller certificate)
• Forms: 05-359 (request to Comptroller), 05-305 (the certificate), 651 (termination)
• Timeline: 2 to 6 weeks, most of it waiting on the Comptroller
• Federal: final return and EIN closure as usual

Step 1: Approve the termination and wind up

Follow the operating agreement's vote requirement, sign a written consent, and wind up: collect receivables, pay creditors, close contracts, distribute remaining assets to members. Texas law (Business Organizations Code chapter 11) expects winding up to be complete before you file Form 651, and the form includes a statement to that effect.

If the LLC collected sales tax, file a final sales tax return and close the permit with the Comptroller. If it had employees, close the Texas Workforce Commission unemployment account.

Step 2: File the final franchise tax report

Every Texas LLC is subject to the franchise tax, even if it owes nothing. To terminate, the LLC must file a final franchise tax report covering the period from the day after its last report's accounting period through a date within 60 days of the termination date. It must be filed before the Comptroller issues the certificate you need to terminate.

Most small LLCs fall under the no-tax-due threshold ($2.65 million in annualized revenue for 2026 and 2027 reports) and owe $0. Since 2024 Texas no longer requires a separate No Tax Due Report from entities under the threshold for regular years, but a terminating entity still needs to satisfy the Comptroller that its account is current before it issues the certificate. File the final report through the Comptroller's Webfile system and pay any balance.

Step 3: Request the Certificate of Account Status

Submit Form 05-359, Request for Certificate of Account Status to Terminate a Taxable Entity's Existence in Texas, to the Comptroller. You can request it online through Webfile or by mail. When the Comptroller is satisfied that all reports are filed and all tax, penalty and interest are paid, it issues Form 05-305, Certificate of Account Status.

Two practical points:

• This is not the same as the "Certificate of Good Standing" you can print instantly from the Comptroller's website. The termination certificate is a separate document that the Comptroller issues after review.
• The certificate is tied to the calendar year in which it is issued. Do not request it in November and file Form 651 in February; you will be asked for a new one.

Step 4: File Form 651 with the Secretary of State

Form 651, Certificate of Termination of a Domestic Entity, asks for:

• The LLC's name and file number
• The nature of the event requiring winding up (member vote is the usual one)
• A statement that winding up is complete
• The name and address of each governing person (manager or managing member)
• The effective date (on filing, or a delayed date up to 90 days out)

Attach the Comptroller's Certificate of Account Status. File through SOSPortal with the $40 fee, or by mail. Online filings are typically processed within a few business days; you receive a file-stamped copy and the LLC's status changes to terminated.

Step 5: Federal filings and EIN closure

Multi-member LLC: final Form 1065 and K-1s. Single-member owned by a US person: Schedule C. Single-member owned by a non-US person or foreign company: final Form 5472 with a pro forma 1120, which carries a $25,000 penalty if missed. Then mail the EIN closure letter: how to cancel an EIN.

If the LLC is a foreign LLC registered in Texas

An LLC formed in another state that registered in Texas does not terminate in Texas. It files a Certificate of Withdrawal of Registration (Form 608) instead, which also requires the Certificate of Account Status. The home-state dissolution is separate.

If Texas already forfeited the LLC

An LLC that stops filing franchise tax reports is first forfeited by the Comptroller (losing the right to sue and the liability shield for managers in some circumstances) and then has its certificate of formation forfeited by the Secretary of State. To close it cleanly you reinstate first (file the missing reports, pay the balance, file Form 801 for reinstatement) and then terminate. Skipping reinstatement leaves the tax debt and the forfeited status on record. More on why that matters: what happens if you don't dissolve your LLC.

Frequently asked questions

How much does it cost to dissolve an LLC in Texas?

$40 to the Secretary of State. The Comptroller's certificate is free, but any unpaid franchise tax must be settled first.

What is a Certificate of Account Status for termination?

Form 05-305, the Comptroller's confirmation that the LLC's franchise tax account is clear. Form 651 is rejected without it.

Do I need to file a final franchise tax report?

Yes, covering the period up to a date within 60 days of the termination date, even if no tax is due.

How long does it take?

2 to 6 weeks, mostly waiting for the Comptroller.

Is termination the same as dissolution?

Yes. Texas uses "termination" for the filing that ends the LLC.

Close your Texas LLC in the right order

CloseWise has the final franchise tax report prepared and filed, requests the Certificate of Account Status, prepares Form 651 and handles the federal side including Form 5472 for non-US owners. Start your Texas closure or estimate the cost.