Texas · Closing an LLC

How to dissolve an LLC in Texas

To close a Texas LLC you file the Certificate of Termination (Form 651) (state fee $40). Do it properly and the state stops charging texas franchise tax report & public information report fees; skip it and they keep accruing.

Updated October 18, 2026 · Every fee and date links to its official source · How we research

On this page
  1. At a glance
  2. Step by step
  3. FAQ

At a glance

DocumentCertificate of Termination (Form 651)
State fee$40
Taxes / clearanceRequired: file all franchise tax and Public Information Reports, pay all tax, then request a tax clearance certificate from the Comptroller.
WhereTexas Comptroller of Public Accounts (franchise tax) · Texas Secretary of State (registered agent)

Step by step

  1. Approve the dissolution. Members vote as required by the operating agreement and record it in writing.
  2. Wind up and pay creditors. Collect what’s owed, pay debts, and distribute remaining assets to members.
  3. Clear Texas filings and taxes. Required: file all franchise tax and Public Information Reports, pay all tax, then request a tax clearance certificate from the Comptroller. Make sure the texas franchise tax report & public information report is current.
  4. File the Certificate of Termination (Form 651). File Form 651 with the Secretary of State together with a Comptroller certificate of account status (Form 05-305). State fee: $40.
  5. File final federal returns and close accounts. Mark the final federal return as final, close the bank account, cancel licenses and your registered agent.

All Texas LLC fees in one place

Every state fee a Texas LLC can run into, from formation to closing. The typical recurring state cost is $0 a year (no franchise tax at or below $2,650,000 annualized revenue; the Public Information Report is free).

Filing or serviceState feeWhen
Certificate of Formation (Form 205)$300 (card payments add $0.25 + 2.25%)Once, to form the LLC
Name reservation (optional)$40 for 120 days (Form 501)Before forming, if you want to hold a name
Texas franchise tax report & Public Information Report$0 for most small LLCsEvery year
Registered agent$0 if you qualify to serve yourself; $99–$199/yr for a serviceOngoing
Change of registered agent$15When you switch agents
Certificate of Fact – Status$15 (Comptroller account status printout is free)When a bank, lender or another state asks
Assumed Name Certificate (Form 503)$25, valid up to 10 yearsOnly if you trade under another name
Certificate of Termination (Form 651)$40Once, to close the LLC

Frequently asked questions

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

The state fee for the Certificate of Termination (Form 651) is $40. Budget for any final taxes, overdue reports and professional help for the final tax return.

What form dissolves an LLC in Texas?

Certificate of Termination (Form 651). File Form 651 with the Secretary of State together with a Comptroller certificate of account status (Form 05-305).

Do I need tax clearance to dissolve a Texas LLC?

Required: file all franchise tax and Public Information Reports, pay all tax, then request a tax clearance certificate from the Comptroller.

What if I don’t formally dissolve my Texas LLC?

Required filings keep coming due — Texas franchise tax report & Public Information Report ($0 for most small LLCs) — and missing them leads to: $50 penalty on each report filed after the due date; 5% (1–30 days late) or 10% (over 30 days) on tax paid late. An LLC that fails to file its PIR may forfeit its right to transact business in Texas, and owners can become personally liable for certain debts.

Your LLC setup checklist

  1. Get a free EINFrom the IRS, in minutes online.
  2. Open a business bank accountKeep LLC money apart from yours to protect the liability shield.
  3. Sign an operating agreementSettle who owns and decides what before it matters.
  4. Get business insuranceCover what the LLC itself doesn’t protect.
  5. Plan your taxesKnow your tax status and federal due dates.
  6. Track state deadlinesFree reminders before each filing.

Everything in one list: printable LLC compliance checklist · live deadline calendar.

Final tax returns

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