Skip to content
Ask a question
All posts

What are the steps to dissolve a limited liability company (LLC) in Texas?

Picture of Chris Battis By   ·  1 minute read

To dissolve a limited liability company (LLC) in Texas, the following steps must be taken:

  1. Vote to dissolve the LLC:

    The first step in dissolving an LLC in Texas is to vote to dissolve the LLC. All members of the LLC must vote to dissolve the LLC unless the LLC operating agreement specifies otherwise.

  2. File a certificate of termination with the secretary of state:

    After the vote to dissolve the LLC has taken place, the next step is to file a certificate of termination with the Texas Secretary of State. This certificate must contain:

    • The name of the LLC
    • The date on which the LLC was formed
    • The reason for dissolution
    • The effective date of the dissolution
    • A statement that the LLC has paid all its debts and obligations
    • The signatures of at least two authorized members

  3. Notify creditors and others:

    Once the certificate of termination has been filed, the LLC must notify all its creditors and any other parties with whom it has done business of the dissolution. The notice must be in writing and sent by certified mail.

  4. File final tax returns:

    The LLC must file its final tax returns with the Internal Revenue Service (IRS) and the Texas Comptroller of Public Accounts. If the LLC has employees, it must also file final employment tax returns with the IRS.

  5. Cancel any licenses, permits, and registrations:

    The LLC must cancel any licenses, permits, and registrations it holds with the state of Texas or any other governmental authority.

  6. Distribute assets:

    After all debts and obligations have been paid and all licenses and permits have been canceled, the LLC must distribute any remaining assets to its members according to the operating agreement.

It is important to note that if the LLC has any pending legal actions or judgments against it, those matters must be resolved before the LLC can be dissolved. Additionally, if the LLC has any outstanding debts or obligations, those debts must be paid before the LLC can be dissolved.

If you have any questions about dissolving an LLC in Texas, it is recommended that you consult with a licensed attorney who can provide specific legal advice based on your unique circumstances.