The Texas Certificate of Termination (Form 651)

What is the Texas Certificate of Termination?

In Texas, you don't file “articles of dissolution” the way you would in many other states. The document that formally ends a Texas LLC or corporation is the Certificate of Terminationfiled with the Texas Secretary of State on Form 651. It is the last state step in closing a Texas entity: it tells the Secretary of State that the company has wound up its affairs and is to be terminated as a legal entity.

Texas draws a clean line between winding upsettling debts, distributing assets, ending operations, and terminationthe filing that makes the closure official. Form 651 is the termination piece. But there's a catch specific to Texas: you can't file it on its own. The Secretary of State needs proof from a second agency, the Comptroller, that the entity is square on its franchise tax first. That two-agency sequence is what most trips people up, so it's worth understanding before you start.

Why do you need the Certificate of Account Status first?

Texas won't let an entity terminate while it still owes franchise tax. So before the Secretary of State will accept Form 651, you have to obtain a Certificate of Account Status for Dissolution/Termination from the Texas Comptroller of Public Accounts, a document confirming the entity's franchise tax account is in good standing. You request it using Form 05-359.

This certificate is not the same as the generic “account status” you can look up online; it's the specific dissolution/termination version, and it's the one you attach to Form 651. Because the Comptroller won't issue it until your franchise tax reports and payments are current, this is almost always the slowest part of terminating a Texas entity. We cover the request in detail on the Texas Certificate of Account Status page.

How do you file the Certificate of Termination, step by step?

1. Wind up the entity. Approve the termination as your governing documents require, settle or provide for debts, and distribute any remaining assets.
2. Request the Certificate of Account Status. File Form 05-359 with the Comptroller and make sure franchise tax reports and payments are current so it can be issued.
3. Complete Form 651. Fill in the Certificate of Termination with the entity's details and the reason for termination.
4. Attach the tax clearance. Attach the Comptroller's Certificate of Account Status to Form 651, this is the step that makes the filing acceptable.
5. File with the Secretary of State. Submit Form 651 with the filing fee of around $40, online or by mail.
6. Close the federal and remaining accounts. Form 651 handles Texas only; you still close the IRS business account and any sales-tax permit.

What does Form 651 cost?

The Secretary of State's filing fee for a for-profit LLC or corporation's Certificate of Termination is around $40confirm the current fee before you file, since state fees change. The Comptroller does not charge a fee for the Certificate of Account Status itself, but you do have to be current on any franchise tax owed to obtain it, and clearing an overdue balance is a real cost if you've fallen behind.

That's the full state cost: the ~$40 termination fee plus whatever franchise tax you owe to get clearance. If you have us handle it, our service fee is separate and the state fee is passed through at cost. The wider Texas picture, annual obligations, timelines, is on dissolving an LLC in Texas.

Can you file online or only by mail?

You can do either. Texas offers SOSDirectthe Secretary of State's online filing portal, which is usually the faster route, and you can also file Form 651 by mail to the Secretary of State in Austin with a check or a completed payment form. The Comptroller's Certificate of Account Status is requested separately from the Comptroller, and you bring that certificate into the Form 651 filing however you submit it.

Whichever channel you use, the requirement is the same: Form 651 plus the attached Certificate of Account Status plus the fee. A Form 651 submitted without the certificate is simply returned unfiled, so the order, Comptroller first, Secretary of State second, is what makes the filing go through the first time.

What does Form 651 not close?

Filing the Certificate of Termination ends the entity with the State of Texasand nothing more. It does not touch your federal obligations. The IRS business account attached to your EIN stays open until you file the final federal returns and send the IRS a letter to close that account. It also doesn't close a sales-and-use tax permitwhich you close separately with the Comptroller by filing a final sales-tax return.

Texas has no personal state income tax, which keeps the state side simpler than in many states, but the federal side is identical everywhere. For the full sequence of state and federal steps, the final business tax return and close-a-business checklist lay it out.

Rather have it handled?

Terminating a Texas entity means coordinating two agencies, the Comptroller for the account status and the Secretary of State for Form 651, and clearing franchise tax in between. We do exactly that: obtain the certificate, file Form 651, and, on Complete Closure, close the IRS account and any sales-tax permit too. Which package fits depends on whether the entity ever had an EIN; a specialist will confirm it on WhatsApp 24/7.

Texas fees and form details change; we confirm the current Form 651 fee and Comptroller requirements before filing. This page is general information, not legal or tax advice.