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How To Withdraw A Foreign Texas LLC Or Corporation


Texas Department of State Certificate of Authority Cancellation Requirements and Instructions

Foreign LLC registered in Texas:

To withdraw or cancel your foreign Texas LLC in Texas, you fill out and send Form 608, Certificate of Withdrawal of Registration in duplicate to the Secretary of State by mail, fax or in person.  Attached to Form 608 must be a Certificate of Account Status for Dissolution/Termination from the Texas Comptroller of Public Accounts indicating that all taxes have been paid, unless you are a nonprofit corporation.

Foreign corporation registered in Texas:

To withdraw or cancel your foreign Texas Corporation in Texas, you provide the completed Form 608, Certificate of Withdrawal of Registration in duplicate to the Secretary of State by mail, fax or in person.  Attached to Form 608 must be a Certificate of Account Status for Dissolution/Termination from the Texas Comptroller of Public Accounts indicating that all taxes have been paid, unless you are a nonprofit corporation.  To request a Certificate of Account Status use Comptroller Request Form 05-359. Contact the Comptroller at: Tax Assistance Section, Austin, TX 78774-0100, (800) 252-1381, or the  Texas Franchise Tax Website.

A letter will be sent to the address provided on the form after a review of the document and attachments. The letter will be sent with both a certificate and acknowledgment of filing, or a rejection with a list of corrections needed. If you file your withdrawal on SOSDirect Online, you will receive an email instead of a letter.

Foreign Texas LLC or Corporation Withdrawal FAQ

How much does it cost to cancel your out of state registration with Texas?

To withdraw/cancel your foreign Texas Limited Liability Company the $15 filing fee is required.

To withdraw/cancel your Texas Corporation the $15 filing fee is required.

Texas registered agent resignation may also be necessary.

Do you need a Texas Department of Revenue Tax Clearance first?

Yes, you have to include with your Certificate of Withdrawal a Certificate of Account Status from the State Comptroller verifying that your business is considered “Good Standing” meaning all state franchise taxes are current.

How do I get a Texas Tax Clearance Certificate?

The Department of Revenue in Texas is referred to as Texas Comptroller of Public Accounts. The Comptroller issues different types of certificates of account status depending on the purpose, (withdrawal, reinstatement, merger).  You need to begin with 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.

Forms: Texas Franchise Tax Forms

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.

What Texas Agency do I send my application for a Tax Clearance Certificate?

Mail completed Form 05-359 to:
Texas Comptroller of Public Accounts
P.O. Box 149348
Austin, TX 78714-9348

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

Most withdrawals can be processed in 3-5 days, however, the Texas Comptroller takes 4-6 weeks to process your request for certificate of account status and send your certificate.

What agency do you need to file the withdrawal with?

Texas Secretary of State
Mailing: Corporations Section, PO BOX 13697, Austin, TX 78711-3697
Physical: James Earl Rudder Office Building, 1019 Brazos, Austin, TX 78701
Phone: (512) 463-5555
Fax: (512) 463-5709
Email:  SOSdirect
Website:  Texas Secretary of State

What happens if you don’t file a cancellation and just let your annual report filings go unfiled?

Texas has an annual Texas Franchise Tax Report (Form 05-158-A) that entities must file instead of a corporate annual report. Once that tax report is 45 days past due the entity losses its right to transact business in Texas and after 120 days its registration is forfeited.  A penalty of 5% of owed tax is imposed on an entity that fails to pay the tax or file a report when it is due. After 30 days, another 5% penalty is imposed.

  ‘Upon the forfeiture of the right to transact business, the officers and directors of the entity become personally liable for each debt of the entity that is created or incurred in this state after the due date of the report and/or tax and before the privileges are restored. Texas Tax Code Section 171.255.’ (page 6, chapter FORFEITURE, 2011 Texas Franchise Tax Report Information and Instructions)

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

The Texas Secretary of State will deprive you of your business registration if your franchise tax report is not submitted and taxes paid 120 days after the due date. The Comptroller’s Office has a detailed booklet available in .pdf format called the Texas Comptroller Franchise Tax Guide. The Texas Comptroller can assist you with your franchise tax report by email at tax.help@cpa.state.tx.us or by calling (800) 252-1381.

What are the late fees and penalties to re-register if your registration is forfeited?

Texas franchise tax is directly linked to your company’s right to transact business in Texas. Delinquent taxes accrue 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 after your business is terminated for tax reasons, 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. Contact the Comptroller for help in complying with unpaid taxes, penalties and interest, and obtaining a tax clearance letter at (512) 463-4600 or by email at tax.help@cpa.state.tx.us.

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

The registered agent may refuse service of process for a business as soon as the withdrawal is processed. Form 608, Certificate of Withdrawal of Registration, on line 7, allows that the entity revokes the authority of the registered agent immediately and consents to service of process through the Texas Secretary of State.

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