In Texas, How Do You Dissolve an LLC?

If you no longer want to do business with your LLC, you must formally dissolve it. Failure to do so on time may result in tax bills and fines, as well as legal difficulties.

Simply follow these three procedures to dissolve an LLC in Texas:

Observe the Operating Agreement

Close your company’s tax accounts and file articles of dissolution.

Image: How to Dissolve an LLC in Texas

Step 1: Comply with the terms of your Texas LLC Operating Agreement.

The methods for dissolving an LLC are usually defined in the operating agreement. The following are some frequent disintegration steps:

Holding an election among LLC members to dissolve the LLC
Including the dissolution vote in the meeting minutes of the LLC
Choosing the official date of dissolution
Asset distribution in an LLC
Notifying creditors and resolving any commercial debts

If your LLC’s operating agreement does not include any dissolution processes, you should contact the state for further information.

Step 2: Close Your Commercial Tax Accounts

The first stage in Texas business closure is to shut down all of your company tax accounts. You may cancel these accounts by making sure they are completely paid off and completing a final return for each one.
Account A for Franchise Taxes should be closed. Submit the Annual Report/Return for this Fiscal Year.

Businesses must submit both the current year’s Franchise Tax Return and the Annual Franchise Tax Public Information Report. More information about this study is available on our website.
B. Pay the Overdue Franchise Tax

To be able to shut your franchise tax account, you must have the complete sum paid off in full. This includes any taxes owed, as well as any fines, interest, and fees.
C. File your final franchise tax return

You may submit your final return with the Texas Comptroller after you have paid off your franchise tax obligation. This return must contain data from the day following your final franchise tax return accounting period until you close your account within 60 days.

As an example, if your franchise tax accounting period ended on May 15, 2015, and your company closed on November 23, 2015, you would need to include data from May 16 to September 24, 2015.

Other Tax Accounts Should Be Closed

In addition to franchise tax, your company may have additional tax accounts that must be closed. As with franchise tax, you must ensure that all accounts are paid in full before filing a final return. Here is a list of some of the most probable accounts to have to pay off.

Obtain an Account Status Certificate

You may submit Form 05-359: Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas or Registration after you have closed all of your Texas tax accounts.

After you have submitted your forms and they have been accepted, you will get them in PDF format through mail, fax, or online.

Step 3: Submit the Articles of Dissolution.

Articles of Dissolution are the documents you must submit in order to voluntarily dissolve your LLC. Your LLC will cease to exist after this form has been submitted and processed.

Once you have received your Certificate of Account Status from the Texas Comptroller, you must submit your Certificate of Termination with your Certificate of Account Status.

Articles of Dissolution in Texas must be submitted by letter, fax, online, or in person.

If you want to send your Certificate of Termination, you must include two signed copies as well as a physical copy of your Certificate of Account Status. While the State of Texas does not furnish final forms, it does give forms that fulfill the basic filing requirements.

If you want to submit your Certificate of Termination online, you must attach the Texas Comptroller’s Certificate of Account Status.

Your request to terminate will be refused if you provide anything other than the official Certificate.

You may also hire a professional to submit your Articles of Dissolution on your behalf. Incfile drafts and files the Articles of Dissolution for you for $149 + state fees.