Terminate a Texas LLC, corporation or LP
Form 651, $40, after the Texas Comptroller of Public Accounts clears your taxes.
The catch
The Secretary of State will not accept a for-profit termination without a certificate from the Comptroller saying your taxes are settled.
How to close a company in Texas
Settle taxes first
Request certificate 05-305 from the Comptroller, who issues it.
Wind up the business
Hold the vote your governing documents and Texas law require. Pay or set aside what you owe, in the order your lawyer advises.
File with the Texas Secretary of State
LLC, corporation and LP: Form 651, $40.
Pick how to file
Online, by mail or in person. No fixed time is published.
Check your records
Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.
Facts and sources
| Fact | What we found | Source |
|---|---|---|
| Filing office | Texas Secretary of State | Texas Secretary of State |
| LLC, corporation and LP: terminate | Form 651: Certificate of Termination of a Domestic Entity (other than a nonprofit corporation) Fee: $40. Nonprofit corporations use Form 652 and pay $5. The Terminations FAQ lists $40 for for-profit corporations, LLCs and LPs. Full notesHow to file: Online through SOSDirect/SOSPortal (card payments carry a 2.25% fee per the instructions), by mail to P.O. Box 13697, Austin, or in person at 400 W. 15th St., Austin. | Texas Secretary of State |
| Tax clearance | Yes. Texas Comptroller of Public Accounts. Certificate of Account Status to Terminate Texas Registration (issued by the Comptroller, attached to Form 651) Form 05-305. Request form 05-359 (only if you cannot use Comptroller Webfile). Full notesAllow 2 to 3 business days after you pay before you request it. The certificate is valid through Dec 31 of the year it is issued. For-profit entities need it. Nonprofits differ. | Texas Comptroller of Public AccountsTexas Secretary of StateTexas Secretary of State |
| Before you file |
Full notes
| Texas Comptroller of Public Accounts |
| Reports and final return | The Comptroller lists outstanding franchise tax and public information reports, plus a final report where required, as steps before it issues the certificate. | Texas Comptroller of Public Accounts |
| How long it takes | Varies. No fixed time is published. | Texas Comptroller of Public Accounts |
| Other tax stops |
| Texas Comptroller of Public Accounts |
Fees and form numbers change, so check the source before you file.
A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral
Questions people ask
How much does it cost to close a Texas LLC or corporation?
LLC, corporation and LP (Form 651): $40. Fees change, so check the source link before you pay.
Do I need tax clearance to close a Texas company?
Yes. The Secretary of State will not accept a for-profit termination without a certificate from the Comptroller saying your taxes are settled.
Where do I file in Texas?
File with the Texas Secretary of State. You can file online, by mail or in person.
How long does it take to close a company in Texas?
Texas publishes no fixed processing time that we could find.
What happens to my Slack, email and CRM when I close?
Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.
Is this legal advice?
No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.
