The process of Legally Closing a LLC in Texas is called Dissolution.  After a Texas LLC has been Dissolved, it ceases to be Legally Active in the Texas Secretary of State's records and may no longer Legally conduct business in the state of Texas.

A Texas LLC is created when the TX Secretary of State approves the Formation Documents - the Articles of Organization.  A record of the Texas LLC is added to the list of LLCs which have officially registered with the Texas Secretary of State.  Once a LLC is registered with the Texas Secretary of State, that LLC immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a Texas LLC with the Texas Secretary of State and want to cease business activities you have to let the TX Secretary of State know that you intend to close your company.  Only after the TX Secretary of State has made sure that all of the obligations of the Texas LLC have been fulfilled will the Secretary of State approve of the closure of the company.

When the Texas Secretary of State approves the closing of a TX LLC, that Texas LLC is said to be Dissolved.  The process of Dissolving a Texas LLC is called Texas LLC Dissolution.

A Texas LLC must have paid all tax obligations before the Texas Secretary of State will approve Dissolution of the Texas Limited Liability Company. A Good Standing Certificate from the Texas Comptroller must be attached to the Certificate of Termination of the Texas Corporation.

As soon as a Texas LLC is registered with the TX Secretary of State, that LLC is responsible for recurring obligations of the Texas Secretary of State and the Texas Comptroller of Public Accounts.  If a Texas LLC does not file its required reports or pay its tax obligations, then that TX Limited Liability Company could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Texas LLC with the Texas Secretary of State that TX Limited Liability Company will be responsible for all recurring fees and penalties until the company has been legally closed.

Texas LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of LLC Dissolution from the Texas Secretary of State; and things that you have to do after the TX Secretary of State has approved Dissolution of the Texas LLC.

When a Texas LLC is originally created, the Members (owners) may create a document called an Operating Agreement.  The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific requirements which need to be followed before the LLC may be Legally Closed.  Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.
What you have to do both before and after the Texas LLC is Dissolved largely depends what kind of debts and liabilities that the Texas LLC has.  If the Texas LLC has not commenced business activities then the TX LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the Texas LLC
   
   Texas LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the Texas LLC and a vote to Legally Close the Texas Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Texas LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Texas LLC.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Texas Secretary of State.
   
   
2. File all required tax returns with the Texas Comptroller of Public Accounts
   
   The Texas Secretary of State will not approve the Dissolution of any TX LLC until that LLC has fulfilled all its tax obligations with the Texas Comptroller of Public Accounts.
3. Clear up any business debts
   
   All creditors of a Texas LLC should be given notice of the pending LLC Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   
4. Pay all taxes and administrative fees owed by the Texas LLC
   
   The Texas Secretary of State will definitely not approve the Dissolution of a Texas LLC until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Texas LLC
   
   If the Texas LLC has any remaining assets, these may be divided according to the Members' ownership interests in the TX Limited Liability Company.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  All distributions to LLC Members must be reported to the IRS.
   
   
2. Close all business bank accounts of the Texas LLC
   
   If there are any business bank accounts that have been opened for the Texas LLC then those accounts must be closed.  If any business bank accounts are left open then there may be liability and obligations of the Dissolved Texas LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the TX LLC
   
   If the Texas LLC has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Texas LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A dissolved Texas LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a Texas LLC is required to file IRS Form 966, that filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Texas LLC has been legally Dissolved so that it may take the appropriate actions.
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the TX LLC's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Texas LLC.  Once the IRS links an EIN to a Texas LLC, that EIN stays with the Texas LLC even after the Company has been Legally Closed by the Texas Secretary of State.
   
   When the IRS processes the final tax return for the Texas LLC, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the Texas LLC down the line then the IRS will reactivate the old EIN for your new Business.
   
   Before a Texas LLC can close an EIN account, it must be in Good Standing with the IRS.  The Texas LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Texas LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Organization and any Amendments - and all Dissolution douments.

You notify the IRS that your Texas LLC has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your LLC has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Texas LLC you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.  If you don't plan to reopen your Texas LLC after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a Texas LLC varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

The Texas Secretary of State requires a Tax Clearance Certificate from the TX Comptroller of Public Accounts before it will approve the Dissolution of a Texas LLC.

The time it takes the TX Comptroller of Public Accounts to process a request for a Tax Clearance Certificate depends on the tax status of the Texas LLC. In some cases it could take 5-6 weeks or more to get a Tax Clearance Certificate from the Texas Comptroller of Public Accounts.

Once the initial actions are completed, the Texas Secretary of State usually takes around 3-5 business days to process the Certificate of Termination.

Processing times for Texas LLC Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of Texas Dissolution filings takes the state around 3-5 business days.

We are dependent on, and have no control over, the staff and systems of the Texas Secretary of State or Texas Comptroller of Public Accounts.  In our experience 3-5 business days is the time it usually takes the Texas Secretary of State to process a Texas Dissolution filing.  We get your Texas LLC Dissolution filing to the TX Secretary of State as soon as possible after we receive your order.  Once it is at the state we have no control over the Texas Dissolution approval process.

The total cost to Legally Close a Texas LLC varies depending on exactly what is required for each specific TX Dissolution.  We charge $249 plus any state fees for our Texas LLC Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Members meeting which approves Closing the Company
• Prepare and file the Certificate of Termination with the Texas Secretary of State
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from TX Secretary of State
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these Texas LLC Dissolution services separately as explained below.

If there are Foreign Limited Liability Companies in states other than Texas that are tied to the Domestic Texas LLC then each of those Foreign LLCs must be Dissolved before the Texas LLC can be legally Dissolved.

A Texas LLC company name becomes available for anyone to use when the Texas Limited Liability Company is Dissolved by the Texas Secretary of State. There are no LLC company name protections in Texas once a Texas LLC has been Dissolved by the Texas Secretary of State.

There are no state of Texas requirements for the publication of a Notice of Dissolution of a Texas LLC.

While the Texas Secretary of State does not legally require the publication of a Notice of Dissolution of a Texas LLC, publication is a good way to notify anyone who might have a claim against the Texas LLC.  Evidence of publication might prove useful down the line if someone makes a claim against the TX Limited Liability Company after the Texas LLC has been dissolved.