How to Dissolve an LLC in Texas

There might come a time when the members of an LLC decide to dissolve it. Although just taking a decision will not mean the company is now dissolved, there is a legal way to do it. The texas government has laid down some ruled regarding how to dissolve an LLC legally. That is where I come in and help you with my guide. I will show you the steps you need to follow for texas LLC dissolution properly and smoothly without any future consequences. It is very important to dissolve your LLC, if you do not then you might face consequences like paying high amounts of taxes for no reason or any other consequences.

Texas LLC Dissolution

For Texas LLC Dissolution you are required to submit the certificate of termination of a domestic LLC. You should send the duplicate of it to the secretary of the state. You can send it by mail, fax, in person, or at SOSDirect Online. This certificate will be accompanied by the certificate of account status that will indicate the status of your account. This certificate will indicate that you have paid all the tax fill and you are in good standing for termination purposes. In order to get it, you have to follow the 5 steps that we have mentioned below.

  1. Follow your Texas LLC Operating Agreement
  2. Close Your Business tax account
  3. Obtain a certificate of account status
  4. File the Articles of Dissolution
  5. Filing fees

Step 1 – Follow Your Texas LLC Operating Agreement

In most LLCs, the dissolution steps are mentioned in the operating agreement. So, follow the operating agreement for Texas LLC Dissolution. Here is the list of some of the steps that should be there in the operating agreement.

  • You have to hold a vote along with all the members of your LLC in order to dissolve the Texas LLC.
  • To record the dissolution votes in the LLC’s meeting minutes.
  • To determine the formal date of dissolution.
  • Distribute the assets of the LLC.
  • To notify all the creditors and setting up all the business debts.

You have to consult the state if you have not set any procedure for the dissolution of the LLC in the operating agreement. 

Step 2 – Close Your Business Tax Accounts

The most important step in the procedure of Texas LLC Dissolution is that you have to close all the business tax accounts. Before closing the tax account you have to make sure that you have cleared all the payments and cleared all accounts.

Close Franchise Accounts

A) File This Year’s Annual Report/Return – You must file all the franchise Tax returns and annual franchise tax before you dissolve your LLC. All the current year’s franchise tax must be filled.

B) Pay Due Franchise Tax – Total balance must be paid off in order to close the franchise account. This tax may include, Tax due, penalties, interest, and fees are included in it.

C) Submit Final Franchise Tax Return – You have to file a return to the texas comptroller once you pay the franchise tax completely. The data from the day after your last franchise tax accounting period within 60 days of closing the account is included in it. For example, let us say that the accounting period ends on May 15, 2015, and on November 23, 2015, you close your LLC then the data from May 16 – September 24 to be included.

D) Close Other Tax Account – There is another tax account that your business might have other than the franchise tax account. So you must close all the other accounts also. All the taxes and accounts must be cleared before Texas LLC Dissolution. You have to completely pay off the following accounts.

  • Unemployment insurance
  • Sales tax
  • Industry-specific tax account

Step 3 – Obtain a Certificate of Account Status

Once you complete paying off all the accounts and clear the status you have to file for Form 05-359. To terminate a taxable entity’s existence in Texas or registration you will have to get a certificate of account status. It is a certificate that will be provided by the secretary of the state on the basis of the tax you have paid up-to-date. Once you fill and submit all the forms you will receive the certificate through the mail, fax, or online in PDF form.

Step 4 – File Articles of Dissolution

It is a document that you have to file for Texas LLC Dissolution voluntarily. Once you complete filing this and it is processed then your LLC will be no longer remain legally. As soon as you complete filing this document the last step of yours is to file a Certificate of Termination alongside the certificate of account status. In Texas, you have to file the articles of dissolution through the mail, online, fax, or in person.

You have to provide two copies of your certificate of account status when you are filing through Mail. This state does not provide any minimum requirement for Filing and there is no definitive form for it. If you file online then you have to include the certificate of account status that has been provided by the Texas Comptroller. Your request for Texas LLC Dissolution will be rejected if you provide any other thing than an official certificate.

Step 5 – Filing Fees

You have to pay $40 for texas LLC dissolution you have to pay this fee while submitting the form online then you have to pay the fee online at the time of submission of the form. If you choose the way of mail, fax, or in-person then you have to provide a check to the secretary of the state. If you want to mail or provide it physically then you can use the below address.

  • Mail to: P.O. Box 13697, Austin, Texas 78711-3697
  • Faxed to: (512) 463-5709
  • Delivered-to: James Earl Rudder Office Building
    1019 Brazos, Austin, Texas 78701

Note: You have to make sure that you comply will all the rules and regulations for Texas LLC Dissolution. Before you file articles of dissolution, you have to pay off all the accounts.

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