Dissolving your LLC is a challenging decision, but when the time comes, for whatever reason, there’s a wind-up process you must follow and complete to ensure you implement this process correctly.

In this post, we’ll examine the reasons for dissolving your Texas LLC, the different types of LLC dissolution, and the steps and requirements for doing so in Texas.

Basics of LLC dissolution

Dissolution is the act of officially closing your LLC with your registered state. LLC dissolution removes your LLC’s independent legal status by canceling it voluntarily or involuntarily with the Texas Secretary of State.

To ensure your state accepts your dissolution application, you must follow certain steps such as notifying your creditors and any applicable government (local and federal) agencies, paying any existing debts, and including a certificate of account status proving you’ve paid all outstanding taxes and your entity is in good standing. 

Only when you follow these dissolution procedures can you dissolve your LLC and protect yourself from future liabilities. 

Types of LLC Dissolution

Dissolution falls into three categories: administrative, judicial, and voluntary. And the procedure you must follow to dissolve your LLC depends on which dissolution type applies to you.

Administrative dissolution

Administrative dissolution is when the State removes an LLC’s rights, powers, and authority because of failure to comply with its LLC obligations.

Reasons for administrative dissolution include:

• Failure to pay the state franchise tax within the allowable time.
• Failure to submit an annual report (an annual franchise tax report in Texas) in compliance with the due date.
• Failure to maintain a registered agent on file with the Texas Secretary of State.

Judicial dissolution

Judicial dissolution (also called the corporate death penalty) is a legal process in which a court orders the dissolution of a limited liability company (LLC).

Reasons for judicial dissolution include:

• Mismanagement or fraud by an LLC manager or member.
• A breach of fiduciary duty by an LLC member.
• Internal disagreements between LLC members.
• A member’s inability to fulfill their responsibilities towards the LLC because of mental illness or death.

Voluntary dissolution

Voluntary dissolution is when an LLC`s members vote to end the business. Depending on the number of members, this could require a majority vote.

Voluntary dissolution can happen in 2 ways.

• Members can present dissolution triggers (the death or departure of a member) in the LLC operating agreement.
• Members can vote to dissolve the LLC because of internal disputes or financial difficulties.

Dissolving your LLC in Texas

 Below are the steps you need to follow if you choose a voluntary dissolution for your Texas LLC:

Step 1: Vote to dissolve the LLC

LLC members (owners) who choose to dissolve their business are implementing voluntary dissolution. 

Voluntary dissolution requires all members to vote in favor of it and requires a majority decision.

Voluntary dissolution can also occur if a pre-agreed dissolution trigger, as per the LLC operating agreement, occurs, such as the death of an LLC member. 

LLCs without an operating agreement or those with one that doesn’t address voluntary dissolution, stating when why, and how it will take place, must follow the Texas state statute’s default provisions. 

Single vs multi-member LLC dissolution

The difference between a single-member LLC dissolution and a multi-member LLC dissolution is that the multi-member partners must cast a majority vote in favor of dissolving the LLC.

Dissolution rules in your LLC operating agreement

An LLC operating agreement contains the internal rules for running and dissolving an LLC. 

Before members trigger their LLC dissolution, they must refer to the operating agreement to ensure the reason for the dissolution complies with its terms. 

Operating agreement rules can include:

• The number (or percentage) of members who must approve dissolution.
• How the LLC will discharge its debts and other liabilities.
• The procedure for settling and closing the LLC’s activities.
• How members will divide assets, cancel contracts, and handle debts.

Texas-Specific rules for voting to dissolve your LLC

LLC dissolution in Texas differs from most U.S. states because members must follow the Texas Business Organization Code (BOC) requirements.

When voting to dissolve your Texas LLC, all members must agree to and sign the dissolution documentation before closing the business to avoid legal roadblocks later. 

LLC members must: 

• Vote or agree by majority to dissolve the LLC.
• Specify the dissolution process in the LLC Certificate of Formation.
• Follow the dissolution provisions as outlined in the operation agreement.

Step 2: Wind up all business affairs and handle any other business matters

Winding up your business affairs means preparing for the closure of your business by taking the following actions:

1. Notifying your registered agent (if you have employed one).
2. Informing suppliers and customers that your business is closing.
3. Canceling any Texas recurring business licenses and permits.
4. Handling employee matters.
5. Stopping planned sales or services.
6. Plan to close the LLC business bank accounts.

Step 3: Settle debts and assets with creditors

An LLC provides its members with liability protection in cases of debts accrued by the business, and you may close your LLC if it is experiencing financial difficulties. 

However, dissolution doesn’t remove any debts the LLC may owe. Before you can dissolve your LLC, it must meet its financial obligations by allowing claimants the opportunity to collect any money owed.

Those obligations include:

• Notify creditors: You must notify your LLC`s creditors and claimants about your dissolution.
• Creditors and debtors: You must meet all your LLC financial obligations, including collecting and paying all debts, such as credit cards, business loans, and outstanding invoices.
• Liquidate assets: Members must sell any remaining LLC assets and split any remaining assets as per the LLC operating agreement.

Step 4: Notify Tax Agencies and settle remaining taxes

To dissolve your LLC in Texas, you must prove it has paid all taxes at a state and federal level.

Steps to take:

• Obtain a Tax Clearance: Members must get a Certificate of Account Status from the Texas Comptroller of Public Accounts to show their business has paid its taxes.
• Finalize Remaining Business: Members must conclude all outstanding business issues and file a final business tax and, if applicable, a sales tax return.
• Employee obligations: You may also need to file a final employment tax return to ensure members aren’t liable for unpaid payroll taxes.

Step 5: File a certificate of termination from the Texas comptroller of public

The Texas Secretary of State requires an LLC to file a Certificate of Termination of a Domestic Entity (Form 651) and submit two copies to the Texas Secretary of State online, by mail, or in person. As mentioned above, you are also required to submit a Certificate of Account Status from the Texas Comptroller to prove the entity is in good standing.

The fee for Texas LLC dissolution is $40. 

The Certification of Termination form requires the LLC to provide the following business and member details: 

• The LLC registered name and any fictitious business names (DBAs).
• The LLC file number that the Texas Secretary of State issued upon formation.
• The reasons you’re dissolving the LLC. Include the fact that it’s voluntary and as per the BOC guidelines.
• A statement proving the LLC met the BOC’s provisions for dissolution.
• The dissolution date.
• All authorized signatures.

Once the Texas Secretary of State approves your request, a certificate of dissolution will be sent to your registered agent. 

Conclusion

Those are the legal requirements to dissolve an LLC in Texas, and once you file your Certificate of Termination, the process is straightforward.

Most of the work to dissolve your Texas LLC happens before you file your request, such as agreeing with fellow LLC members, investors, or family in the case of a single-member LLC.

Closing your business can be heartbreaking, but it can also be an opportunity for new beginnings.

You learned a lot by starting your LLC and can use that knowledge to create something new.

Remember, knowledge and experience are never wasted if you use them!

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