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How to Dissolve a Texas Corporation

How do you dissolve a Texas corporation?

To dissolve your Texas corporation, you file Form 651 Certificate of Termination of Domestic Entity and accompany that with a tax clearance certificate from the Texas Comptroller of Public Accounts indicating that all taxes have been paid by the entity.

Texas Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a Texas Corporation?

To dissolve a corporation or LLC in Texas, a $40 filing fee is required.

Do you need a Department of Revenue clearance before the Texas Department of State will accept your dissolution?

Yes.  A certificate of account status must accompany your Certificate of Termination. To receive this tax clearance certificate request it from the Comptroller at:

How do you obtain a tax clearance certificate in Texas?

You will need Form 05-359, Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas, which is obtained directly from the comptroller’s office. You can find the filing instructions and other tax forms on the official state Comptroller’s Texas Tax Forms Directory.

You can find more information about this process (and all Texas tax guidelines) on the official Texas Comptroller’s Website.

You can also request form # 05-359 by email at:

If you are not sure if your business is current with your tax requirements, call the comptroller at (800) 252-1381 or (512) 463-4600.
Send your request to:

Texas Comptroller of Public Accounts
P.O. Box 149348
Austin, TX 78714-9348

How long does it take the state to process the filing?

Most Certificates of Termination are processed in 3-5 days.  The Texas Comptroller’s Office will take 4-6 weeks to process the request for certificate of account status.

How long before someone can take your business name?

As soon as your Certificate of Termination is processed, your Texas Corporation name is up for grabs. If you are administratively terminated for any reason, your name is forfeited instantly also. So the first step in the reinstatement process is to check on your name availability. You will have to create a new business name if your previous name has been taken.

What is the penalty if you just don’t file your annual franchise tax reports?

Delinquent franchise taxes accumulate interest beginning 60 days after the date the tax is due. The interest rate to be charged is the prime rate plus 1%. There is a 5% penalty imposed the day after your due date and another 5% penalty 30 days later.  To re-register your business after it is terminated for failure to file your franchise tax report or for failure to pay your franchise tax, you will have to satisfy all penalties and interest that have continued to accrue and then get a tax clearance letter from the Texas Comptroller verifying that all tax liability is paid.

If you’d like help establishing another company, you may find our incorporation filing service and Texas registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

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