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How to Dissolve an LLC in Texas? (An Ultimate Guideline)

Max Smith

Reading Time: 5 minutes

Having an LLC is beneficial, but do you want to close it and open a new one? Then, you may ask how to dissolve an LLC in Texas.  

You can dissolve an LLC in Texas both online and offline. Both have their own processes, but there are some similarities.  

Moreover, there is also a formal way to close down your LLC legally. Otherwise, you may face penalties and extra charges for not closing down your LLC properly. 

Without further ado, let’s dive in on how to dissolve your LLC in Texas. 

Dissolving an LLC in Texas requires several steps, including the paper filing method. Here are the steps with all the details if you want to dissolve LLC in Texas.

1. Vote to Dissolve

First, there must be a meeting with all the members. Then, with all the members’ approval, a vote should occur to dissolve the LLC. Also, be mindful of any protocols from the operating agreement that must be followed.

2.File a Certificate of Termination

The first official step in LLC dissolution is to file a Certificate of Termination. It is Form 651 with the Texas Secretary of State. Collect the form and prepare it by completing it with the necessary information, like:

  • LLC name and file number,
  • Statement of dissolution,
  • Effective date of dissolution, &
  • Signature of an authorized person.

Also, include a fee while filing the form. Moreover, always check the current fee before filing it.

3. Tax Clearance

This step is optional but recommended. If you want to get tax clearance, you should request a Certificate of Account Status. 

Furthermore, you should complete Form 05-359 and submit it to the Texas Comptroller of Public Accounts. Nevertheless, if you complete this step, you can be sure you have paid all your state taxes.

4. Notify Creditors and Settle Debts

When you start dissolving your LLC, you should notify the creditors. Then, pay off debts and liabilities that are still due. Moreover, you should follow the state’s rules on how to notify creditors and abide by them.

5. Notify Other Agencies

Notifying the creditors is not enough. You should also inform other relevant parties, such as the IRS and the Texas Workforce Commission.

Now you know the offline process. But what if you want to take the online method? Let’s see about it, too.

How to Dissolve an LLC in Texas Online?

Dissolving an LLC in Texas online involves almost the same steps as doing it offline. Here are the steps to dissolve an LLC in Texas online.

1. Arrange an Online Vote

You don’t have to get everyone together in a meeting room to put their ballots in a box. Instead, the voting can be done online. The members can send their votes using a secured online platform.

2. Online Filing for a Certificate of Termination

After the voting, start the process by filing a Certificate of Termination. When you file for it, do these steps:

You can do this using the online filing system. To do this, go to the Texas Secretary of State’s website.

  • Create an account there. If you have already created an account, just log in.
  • Go to the option to file a Certificate of Termination.
  • Put the necessary information into the form and fill it out.
  • Use a credit or debit card to pay the filing fee online.

3. Get an Online Tax Clearance Certificate

Tax clearance is also optional in the online process, just as offline. If you go through it, get it from the Texas Comptroller online.

4. Send Notifications Online to the Creditors

When you start dissolving the LLC online, you should notify the creditors. Start by making a list of them. Then, send formal notices, which you can do online. In fact, you can settle your debts by making online transactions.

5. Contact With Other Agencies Online

Notify other agencies and relevant parties, like you informed the creditors.

Dissolving an LLC is not the end of the process. You will need to close it most of the time, too, so let’s learn about that process in the next section. 

How to Close an LLC in Texas?

“Closing” and “dissolving” an LLC company in Texas mean the same thing but have different technical aspects.

Dissolution is the act of terminating an LLC. It renders the LLC inactive despite its active status. On the other hand, closing ends the LLC’s legal existence. You close an LLC by completing the remaining steps after the dissolution of the LLC.

Here are the steps to follow to close an LLC in Texas.

1. Dissolve the LLC

Start the process of closing the LLC by dissolving it formally. You can do it online or offline, as you prefer. Then, complete the necessary steps we discussed before.

2. Wind Up the LLC's Affairs

Winding up the LLC’s affairs involves:

  • Notifying the creditors.
  • Settling debts and collecting payments.
  • Distributing assets to members.

3. File Final Documents

The documents you will need to file with the Texas Secretary of State are:

  • Tax returns (federal, state, and local)
  • Certificate of Account Status (Form 05-359)
  • Certificate of Termination (Form 651)

Conclusion​

In the end, how to dissolve an LLC in Texas is an official and legal process to end your LLC. There are offline and online approaches available to you. However, you can do it yourself or get expert help. 

Follow the steps and prepare the required documents properly to avoid lengthy periods of rejection. Lastly, you must also follow legal procedures to dissolve an LLC in Florida, just like in Texas. 

Key Points

Here are the critical points in the discussion on how to dissolve LLC in Texas.

  • You can dissolve an LLC in Texas both online and offline.
  • Dissolving an LLC in Texas offline: 
    • Vote to dissolve.
    • File a Certificate of Termination
    • Tax clearance
    • Notify creditors and settle debts.
    • Notify other agencies.
  • Dissolving an LLC online:
  • Arrange an online vote.
  • Online Filing for a Certificate of Termination
  • Get an online Tax Clearance Certificate
  • Send notifications online to the creditors
  • Contact with other agencies online
  • Dissolving an LLC changes its status to inactive. On the other hand, closing an LLC completes the remaining steps of ceasing that LLC.
  • 3 steps on closing an LLC in Texas:
    • Dissolving the LLC
    • Winding up the affairs
    • Filing final documents

Frequently Asked Questions

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

The filing fee is $40 to dissolve your LLC in Texas. If you hire an expert, then it may cost you extra.

What is Form 651 in Texas?

If you want to dissolve an entity, like an LLC in Texas, you must get Form 651. It’s a requirement to begin the process of dissolvement.

How can I get the Texas LLC dissolution form?

You may get Form 651 online to apply for dissolution. You must file a certificate of termination. In Texas, you may also go to the Secretary of State’s office and apply for dissolution with the associated fee of $40.

Max Smith - LLC Formation

He is a seasoned entrepreneur and legal expert at LLC Formation Hub. With a stellar track record in both business and law, Max simplifies the complexities of LLCs. His practical insights, featured on LLC Formation Hub, empower entrepreneurs across the USA. Max merges business finesse with legal acuity to guide businesses toward success.


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