Terminations and Reinstatements FAQs
The answers to our Frequently Asked Questions are provided for informational purposes and are not intended to provide legal advice or to substitute for the advice of an attorney. If you have specific legal questions, consult your attorney.
Terminations
- How do I terminate my Texas entity?
- How can I terminate a corporation if the sole owner is deceased?
- What is a Certificate of Account Status for Dissolution/Termination? Do I need one? If so, how do I get one?
- Must newly taxable entities submit tax certificates when filing terminations with the secretary of state in the same manner as corporations and limited liability companies?
- Summary chart for terminating a Texas entity
- My certificate of termination was rejected because I attached the wrong Certificate of Account Status. What am I supposed to attach?
- If an entity terminates, can its registered agent still be served with process?
- Does a filing entity have to inform the secretary of state that it has merged with another entity or gone out of business?
How do I terminate my Texas entity?
- Take the necessary internal steps to wind up its affairs. Our office cannot offer you any business or legal advice on how to wind up an entity’s affairs. You may want to consult the entity's governing documents, the applicable Texas law, and/or a private attorney.
- Submit two signed copies of the certificate of termination. Our office has forms that meet the minimum statutory requirements. Use of our forms is optional.
- Unless the entity is a nonprofit corporation, attach a Certificate of Account Status for Dissolution/Termination issued by the Texas Comptroller. (See FAQ #3, below). Do not attach any printout from the Comptroller’s website; this certification is not sufficient.
- Pay the appropriate filing fee.
How can I terminate a corporation if the sole owner is deceased?
What is a Certificate of Account Status for Dissolution/Termination? Do I need one? If so, how do I get one?
- For-profit corporations
- Professional corporations (PCs)
- Limited liability companies (LLCs)
- Limited partnerships (LPs)
- Professional associations (PAs)
The following entity types are not required to attach a Certificate of Account Status:
To request a Certificate of Account Status, use Comptroller Form 05-359 (PDF, 225KB) and/or contact the Comptroller at:
Tax Assistance Section,
Comptroller of Public Accounts
Austin, Texas 78774-0100
(512) 463-4600; toll-free (800) 252-1381; (TDD) (800) 248-4099
e-mail
Must newly taxable entities submit tax certificates when filing terminations with the secretary of state in the same manner as corporations and limited liability companies?
Summary chart for terminating a Texas entity.
| Texas Domestic Entity Type | Governed by BOC | Fee | Signer | Attach Certificate of Account Status? |
|---|
| For-profit or professional corporation that neither commenced business nor issued shares | Form 651
Word,
PDF | $40 | One of the organizers or initial directors named in the certificate of formation; or an authorized officer.* | Yes |
| For-profit or professional corporation that commenced business and/or issued shares | Form 651
Word,
PDF | $40 | Officer.* | Yes |
| Nonprofit corporation that has no members or no members with voting rights and has no assets and has not solicited any assets or otherwise engaged in activities | Form 652 Word, PDF | $5 | One of the organizers or initial directors named in the certificate of formation; or an authorized officer.* | No |
| Nonprofit corporation that holds assets or has solicited any assets or otherwise engaged in activities | Form 652 Word, PDF | $5 | Officer.* | No |
| LLC | Form 651
Word,
PDF | $40 | Authorized manager or authorized member-manager. | Yes |
| LP | Form 651
Word,
PDF | $40 | Each general partner participating in winding up; if none, then each nonpartner liquidator, or, if the limited partners are winding up, a majority in interest of the limited partners. | Yes |
| PA | Form 651
Word,
PDF | $40 | Officer.* If no living officers, the legal representative of last surviving officer. | Yes |
My certificate of termination was rejected because I attached the wrong Certificate of Account Status. What am I supposed to attach?
- It is the wrong type of Certificate. It must be a Certificate of Account Status required by statute stating that the entity has paid all taxes under Title 2, Tax Code, and indicating that the certificate must be filed with the secretary of state to legally end the entity’s existence.
- It is just a printout from the Comptroller’s website. The Certificate of Account Status that you can print out from the Comptroller’s website is not sufficient to show that the entity is in good standing for purpose of legally ending the entity’s existence.
- It is not valid through the effective date of the filing of the certificate of termination. For example:
- A Certificate of Account Status that is valid through May 15th of a given year is not sufficient for purposes of filing a certificate of termination received on December 2nd of that same year.
A Certificate of Account Status that is valid through December 15th of a given year, is not sufficient for certificates of termination that are submitted to us on December 14th, with a delayed effective date of December 31 st of that same year.
If an entity terminates, can its registered agent still be served with process?
Does a filing entity have to inform the secretary of state that it has merged with another entity or gone out of business?
Reinstatements
- If an entity is forfeited for failure to file a franchise tax report and/or pay franchise taxes, is there a time-limit for reinstatement?
- If a domestic entity is terminated for non-tax reasons, is there a deadline for reinstatement?
- What happens if an LP does not file its periodic report within the time specified by the secretary of state?
- If an LP has had its certificate of formation terminated for failure to file a Periodic Report, how and when can it be reinstated?
If an entity is forfeited for failure to file a franchise tax report and/or pay franchise taxes, is there a time-limit for reinstatement?
If a domestic entity is terminated for non-tax reasons, is there a deadline for reinstatement?
No. Effective September 1, 2023, SB 1514 (PDF) (88th Reg., 2023), amended § 11.202 of the Texas Business Organizations Code (BOC) to eliminate the three-year deadline to reinstate a voluntarily terminated Texas entity. SB 1514 did not make any changes to § 11.253(d) of the BOC, which provides that the certificate of reinstatement after involuntary termination may be filed at any time; however, the entity is considered to have continued in existence without interruption only if it is reinstated before the third anniversary of the date of its involuntary termination. Whether the termination was voluntary or involuntary, Form 811 (Word, PDF) may be used for the certificate of reinstatement.
| Type of Termination | Time Limit for Reinstatement |
|---|
| A voluntarily terminated domestic entity | No time limit. |
| An involuntarily terminated domestic entity | No time limit; however, only considered to have continued in existence without interruption if entity is reinstated within 36 months. |
What happens if an LP does not file its periodic report within the time specified by the secretary of state?
If an LP has had its certificate of formation terminated for failure to file a Periodic Report, how and when can it be reinstated?
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