How to Dissolve an LLC in Texas
Quick Answer
To dissolve a Texas LLC, obtain member consent per your operating agreement, wind up all business affairs, obtain a tax clearance from the Texas Comptroller, and file Form 651 (Certificate of Termination) with the Texas Secretary of State for a $40 filing fee. This process is governed by Tex. Bus. Org. Code § 11.101.
Step-by-Step Process
Step 1: Obtain Member Consent
Your operating agreement controls dissolution procedures. Follow the voting requirements specified in your agreement. If your agreement is silent, obtain unanimous written consent from all members. Document this decision in writing before proceeding.
Step 2: Wind Up Business Affairs
Complete all pending transactions, collect debts owed to the LLC, and pay or make provisions for all liabilities and obligations. Distribute remaining assets to members according to your operating agreement. You must finish winding up before filing termination documents with the state.
Step 3: Obtain Tax Clearance
Contact the Texas Comptroller at https://comptroller.texas.gov to obtain a tax clearance certificate. File a final franchise tax return and settle all outstanding taxes, penalties, and interest. The Comptroller will not issue clearance until all tax obligations are satisfied. This step is mandatory—the Secretary of State will not process your termination without it.
Step 4: File Certificate of Termination
Submit Form 651 (Certificate of Termination) to the Texas Secretary of State with the $40 filing fee. File online at https://www.sos.state.tx.us/corp/sosda/index.shtml or mail to:
Texas Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
Include your tax clearance documentation with the filing.
Key Points
Member Liability
Dissolution does not automatically shield members from liability for pre-dissolution debts. Ensure all known obligations are paid or properly reserved before distributing assets to avoid personal exposure.
Contact Information
- Texas Secretary of State: (512) 463-5555 | https://www.sos.texas.gov
- Texas Comptroller: https://comptroller.texas.gov
This is general information, not legal advice.