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Dissolve a Texas LLC

Dissolution is the process of officially ending the existence of your Texas LLC. To dissolve a Texas LLC, you must file a Certificate of Termination with the Secretary of State. All wind-up measures must be complete in order for the dissolution to take effect.

Certificate of Termination

To dissolve your Texas LLC, you must file a Certificate of Termination with the Secretary of State. There is a $40 filing fee. The form can be filed online.

Filling Out the Form

Entity Information

You must list the name of your company, your entity type (LLC), the date of formation, and the file number that was issued to you by the Secretary of State when your LLC was formed.

Governing Persons

You must list the names and addresses (street or mailing) of each governing member of your LLC.

Event Requiring Winding Up

You must select one of the five options listed:

  • Voluntary Dissolution & Wind Up
  • Period of Duration Specified by Your Certificate of Formation is Over
  • Occurrence of Event Specified by Your Certificate of Formation Has Happened
  • Occurrence of Event Specified by Texas Business Organizations Code That Requires Dissolution Has Happened
  • Court Decree to Dissolve Has Occurred

Completion of Wind Up

In order to properly dissolve your Texas LLC, you must complete all of the wind-up measures laid out in the Texas Business Organizations Code:

  • Cease to Carry On Business (Except as Necessary to Wind Up)
  • Send Written Notice of Dissolution to All Known Claimants
  • Collect & Sell Property
  • Perform Any Other Act Required to Wind Up Affairs

Effectiveness of Filing

You must select one of three options:

  • Dissolution Becomes Effective Upon Filing
  • Dissolution Becomes Effective Upon Later Date, No More Than 90 Days After Filing
  • Dissolution Becomes Effective Upon Later Event, No More Than 90 Days After Filing

If you select for your dissolution to occur only upon the happening of a later event, you must specify what that event will be.

Tax Certificate

You must attach a certificate from the Texas Comptroller that acknowledges that all the proper taxes owed by your LLC have been paid and are up to date.

Execution

The form must be signed by an authorized individual.


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