How much does it cost to dissolve a Texas LLC?

Form 651 Certificate of Termination costs $40 with the Texas Secretary of State. Expedite adds $25 per document for roughly 2-business-day processing. The Comptroller's Certificate of Account Status is free to request but requires every franchise tax report and Public Information Report to be filed. Most small LLCs at or below the $2.47 million no-tax-due threshold owe $0 in franchise tax, so a clean dissolution runs $40 plus optional $25 expedite.

How long does Texas LLC dissolution take?

The Comptroller certificate takes about 4 to 6 weeks once the final franchise tax report is filed and any balance paid. The Secretary of State then takes roughly 13 business days for online Form 651 filings or 21 for mail. Expedited SoS processing at $25 per document cuts the SoS side to about 2 business days. Plan on 6 to 10 weeks from first filing to full termination.

Do I really need the Texas Comptroller clearance?

Yes, and this is non-negotiable. TBOC Section 11.101 and Texas Tax Code Section 171.2531 require the Certificate of Account Status for Dissolution/Termination from the Comptroller of Public Accounts to be attached to Form 651. No certificate, no termination. Request it via Form 05-305 or through the Comptroller's Webfile portal after the final franchise tax report is filed.

What vote is needed to dissolve a Texas LLC?

TBOC Section 101.552 allows voluntary wind-up on events specified in the company agreement. Where the agreement is silent, the default is unanimous written consent of all members. Document the decision in writing before requesting Comptroller clearance. See the Texas LLC formation page for more on company agreement rules.

What happens if I just stop filing the franchise tax report?

The Comptroller eventually forfeits the LLC's right to transact business in Texas and, after continued non-filing, forfeits its charter (administrative termination). The $100 minimum and any tax owed keep accruing with penalties and interest. Worse, forfeiture lifts the veil of limited liability under Texas Tax Code Section 171.255, which means members and directors can be held personally liable for debts incurred while the LLC was forfeited. Voluntary termination is dramatically cheaper than letting forfeiture happen.

Do outstanding franchise taxes survive termination?

Any unpaid franchise tax for periods before termination stays on the books until paid. The Comptroller will not issue the Certificate of Account Status unless amounts owed are paid or secured, so in practice those balances clear before termination goes through. Sales tax, mixed beverage tax, and any other trust-fund taxes remain collectible against members personally under Texas Tax Code Section 111.016.

Do I need to notify the IRS?

Yes. File a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp tax treatment, and write to the IRS to close the EIN. Texas has no state income tax, but the federal obligations still apply. See the IRS close-a-business page for the federal checklist.

Dissolve a Texas LLC: $40 + Comptroller tax clearance

$40 Filing fee Certificate of Termination of a Domestic Entity (Form 651)

Online or mail Filing path Expedite $25

13 business days online Approval time

Required Tax clearance Before state accepts dissolution

The quick read on dissolving a Texas LLC

$40 is roughly in line with the $46 national average. Texas accepts the dissolution filing online or mail, with online approvals in about 13 business days. The state tax agency has to clear the LLC's account before the Secretary of State will accept the dissolution document, so budget 4 to 8 extra weeks on top of the headline processing time.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Texas filers is the order of operations: vote, tax clearance, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in Texas

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

Member vote to dissolve
Texas's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
Get tax clearance
Texas requires clearance from the state tax agency before accepting the dissolution filing. File any outstanding returns, pay any outstanding tax liability, then request a tax clearance certificate. Allow extra time for this step; in some states it runs 4-8 weeks.
File the Certificate of Termination of a Domestic Entity (Form 651) with Texas Secretary of State, Business & Commercial Section
Filing fee is $40. Online filing is available through the state portal. Mail filings are accepted. Paid expedite available for $25.
Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in Texas

Start with the member vote. TBOC Section 101.552 allows voluntary wind-up on events specified in the company agreement or, if the agreement is silent, on the written consent of all members. Document the consent in writing.

Request the Certificate of Account Status for Dissolution/Termination from the Texas Comptroller. File the final Franchise Tax Report and Public Information Report for the tax year of termination through Webfile, pay any balance due, and submit Form 05-305 (Certificate of Account Status) request. The Comptroller issues the certificate once all franchise tax reports are filed and any amounts owed have been paid or secured. Allow 4 to 6 weeks for the certificate to arrive; at the no-tax-due threshold of $2.47 million in total revenue, most small LLCs owe $0 in franchise tax but still have to file the reports to qualify for clearance.

File Certificate of Termination (Form 651) with the Secretary of State with the Comptroller's Certificate of Account Status attached. The base fee is $40. Online submissions through SOSDirect clear in about 13 business days; mail filings to P.O. Box 13697 in Austin run about 21. Expedite is $25 per document for roughly 2-business-day processing. Finish federally: file a final federal return with the final-return box checked, file IRS Form 966 within 30 days if the LLC elected C-corp treatment, and close the EIN by letter to the IRS.

What a clean Texas dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Texas LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component	Amount	Notes
Base Secretary of State filing	$40	Filed with Texas Secretary of State, Business & Commercial Section
Paid expedite (optional)	+$25	48-hour turnaround
Outstanding state tax	Varies	Must be fully paid before SoS accepts filing
Final federal return (DIY)	Free	Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any)	$10 to $125 per state	Each state where you qualified as foreign LLC

How Texas compares to other states

$40 is roughly in line with the $46 national average. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Texas sits at #33 from cheapest to most expensive.

Filing path matters as much as the fee. Texas's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. And the tax clearance requirement puts Texas in a narrower group of jurisdictions where the tax agency has the final word before the Secretary of State processes anything.

Requirements at a glance

Tax clearance required State won't accept dissolution until tax agency confirms account is clear

Yes

Public notice required No publication requirement

Member vote standard per operating agreement

per operating agreement

Attorney required DIY filing permitted

Online filing https://direct.sos.state.tx.us/acct/acct-login.asp

Yes

Mail filing Texas Secretary of State, P.O. Box 13697, Austin, TX 78711-3697

Yes

Common pitfalls

The number one Texas trap is filing Form 651 without the Comptroller's Certificate of Account Status attached. The SoS returns the filing unprocessed, and the $40 fee is refunded only if you ask. People who are rushing to close before year-end sometimes file Form 651 without the certificate thinking they can attach it later; that is not how TBOC Section 11.101 works. Always get the Comptroller clearance first.

The second Texas trap is assuming the no-tax-due threshold exempts the LLC from filing a franchise tax report for the final year. The 2024 reform eliminated the No Tax Due Report for LLCs at or below $2.47 million in total revenue, which reduces annual compliance, but a final report still has to be filed for the period ending on termination to generate the account-status snapshot the Comptroller needs to issue the certificate. If the final-year report is missing, the Comptroller will not issue the certificate, and the SoS will not accept Form 651. Tennessee and West Virginia have similar clearance rules, but Texas is the one where the mechanics catch filers most often.

What happens after the state accepts your filing

Once the Secretary of State accepts Form 651 with the Certificate of Account Status, the LLC is terminated under Texas law and the name returns to availability through the standard distinguishability review. Creditor claims survive termination under TBOC Chapter 11 and can be asserted against distributed assets for up to three years under Section 11.356, so retain the LLC's books, bank records, and the Comptroller certificate for that full window. Close any state sales tax permits, motor fuel licenses, or mixed beverage permits with the Comptroller separately; termination at the SoS does not close those accounts. If the LLC had Texas employees, close the Texas Workforce Commission UI account as well.

Documents and filings checklist

Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
Tax clearance certificate
Request from Texas's tax agency. Must be obtained before the Secretary of State will accept the dissolution filing.
Certificate of Termination of a Domestic Entity (Form 651)
Filed with $40 fee at Texas Secretary of State, Business & Commercial Section. Form PDF.
Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Texas Secretary of State, Business & Commercial Section

Website: www.sos.state.tx.us/corp/index.shtml
Phone: (512) 463-5555
Email: corpinfo@sos.texas.gov
Mail: P.O. Box 13697, Austin, TX 78711-3697
Office: James Earl Rudder Office Building, 1019 Brazos Street, Austin, TX 78701
Hours: 8:00 AM to 5:00 PM Central, Monday to Friday

Frequently Asked Questions

How much does it cost to dissolve a Texas LLC?

Form 651 Certificate of Termination costs $40 with the Texas Secretary of State. Expedite adds $25 per document for roughly 2-business-day processing. The Comptroller's Certificate of Account Status is free to request but requires every franchise tax report and Public Information Report to be filed. Most small LLCs at or below the $2.47 million no-tax-due threshold owe $0 in franchise tax, so a clean dissolution runs $40 plus optional $25 expedite.
How long does Texas LLC dissolution take?

The Comptroller certificate takes about 4 to 6 weeks once the final franchise tax report is filed and any balance paid. The Secretary of State then takes roughly 13 business days for online Form 651 filings or 21 for mail. Expedited SoS processing at $25 per document cuts the SoS side to about 2 business days. Plan on 6 to 10 weeks from first filing to full termination.
Do I really need the Texas Comptroller clearance?

Yes, and this is non-negotiable. TBOC Section 11.101 and Texas Tax Code Section 171.2531 require the Certificate of Account Status for Dissolution/Termination from the Comptroller of Public Accounts to be attached to Form 651. No certificate, no termination. Request it via Form 05-305 or through the Comptroller's Webfile portal after the final franchise tax report is filed.
What vote is needed to dissolve a Texas LLC?

TBOC Section 101.552 allows voluntary wind-up on events specified in the company agreement. Where the agreement is silent, the default is unanimous written consent of all members. Document the decision in writing before requesting Comptroller clearance. See the Texas LLC formation page for more on company agreement rules.
What happens if I just stop filing the franchise tax report?

The Comptroller eventually forfeits the LLC's right to transact business in Texas and, after continued non-filing, forfeits its charter (administrative termination). The $100 minimum and any tax owed keep accruing with penalties and interest. Worse, forfeiture lifts the veil of limited liability under Texas Tax Code Section 171.255, which means members and directors can be held personally liable for debts incurred while the LLC was forfeited. Voluntary termination is dramatically cheaper than letting forfeiture happen.
Do outstanding franchise taxes survive termination?

Any unpaid franchise tax for periods before termination stays on the books until paid. The Comptroller will not issue the Certificate of Account Status unless amounts owed are paid or secured, so in practice those balances clear before termination goes through. Sales tax, mixed beverage tax, and any other trust-fund taxes remain collectible against members personally under Texas Tax Code Section 111.016.
Do I need to notify the IRS?

Yes. File a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp tax treatment, and write to the IRS to close the EIN. Texas has no state income tax, but the federal obligations still apply. See the IRS close-a-business page for the federal checklist.
How long does LLC dissolution take in Texas?

Online filings are processed in about 13 business days through the state portal. Mail filings take about 21 business days once received. Because Texas requires tax clearance before the Secretary of State will accept the dissolution filing, add another 4 to 8 weeks on the front end to secure that certificate. Paid expedite for $25 cuts processing to 48 hours.
Can I file the Certificate of Termination of a Domestic Entity (Form 651) online?

Yes. Texas accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
Do I need a tax clearance certificate in Texas?

Yes. Texas requires clearance from the state tax agency before Texas Secretary of State, Business & Commercial Section will accept the dissolution filing. File any outstanding returns, pay any outstanding liabilities, and request the clearance certificate. Budget 4 to 8 extra weeks for this step; in some states the review runs longer during tax season.
What vote is required to dissolve a Texas LLC?

Texas's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
Does dissolution close my federal tax obligations?

No. The Texas Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
Will my LLC name become available for someone else to use after dissolution?

In most cases yes. Texas typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

Texas LLC formationOpen the Texas LLC guide →
All dissolution guidesBack to dissolution hub →
IRS close-a-business checklistFederal side of closing an LLC →

Sources

Filing fee: www.sos.state.tx.us/corp/forms/651_boc.pdf · verified April 21, 2026
Texas SoS Form 651 Certificate of Termination of a Domestic Entity. Filing fee $40 for an LLC. Authority: Texas Business Organizations Code §4.154 (fee for termination).
Form url: www.sos.state.tx.us/corp/forms/651_boc.pdf · verified April 21, 2026
Official Form 651 Certificate of Termination PDF. Must be accompanied by a Certificate of Account Status for Dissolution/Termination from the Texas Comptroller per TBOC §11.101.
Expedited: www.sos.state.tx.us/corp/options.shtml · verified April 21, 2026
Texas SoS expedite service: $25 per document for expedited processing (typically 2 business days). Available for paper and SOSDirect online filings. Expedite fee is in addition to the $40 Certificate of Termination filing fee.
Tax clearance required: comptroller.texas.gov/taxes/franchise/filing-extensions.php · verified April 21, 2026
Texas requires a Certificate of Account Status for Dissolution/Termination from the Texas Comptroller of Public Accounts before the Secretary of State will accept Form 651. The LLC must be current on franchise tax, including the final Franchise Tax Report and Public Information Report. Request Certificate of Account Status via the Comptroller's Webfile portal or by filing Form 05-305. Authority: TBOC §11.101 and Tex. Tax Code §171.2531. Recorded as taxClearanceRequired: true.
Tax clearance required: comptroller.texas.gov/help/franchise/account-status.php · verified April 21, 2026
Comptroller Account Status Help page: 'A certificate of account status for dissolution or termination is issued by the Comptroller only when all franchise tax reports and any amounts owed by the entity have been paid or secured.' This certificate must be attached to Form 651 when filing with the SoS.
Member vote standard: statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm · verified April 21, 2026
TBOC §101.552 provides that a domestic LLC may be voluntarily wound up on the occurrence of events specified in the company agreement or by the written consent of all members (if the company agreement is silent). Recorded as 'per operating agreement'.
Public notice required: statutes.capitol.texas.gov/Docs/BO/htm/BO.11.htm · verified April 21, 2026
TBOC §11.051 authorizes but does not require a terminating entity to give notice to creditors. No mandatory newspaper publication to effect termination.
Name becomes available after: www.sos.state.tx.us/corp/namefilingsfaqs.shtml · verified April 21, 2026
Texas SoS name availability FAQ does not specify a fixed waiting period for name reuse after termination. Practical availability depends on distinguishability review. Field set to null.
Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS canonical Closing a Business reference.

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How to dissolve a Texas LLC