Terminations and Reinstatements FAQs

Office of the Texas Secretary of State

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

  1. How do I terminate my Texas entity?
  2. How can I terminate a corporation if the sole owner is deceased?
  3. What is a Certificate of Account Status for Dissolution/Termination? Do I need one? If so, how do I get one?
  4. 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?
  5. Summary chart for terminating a Texas entity
  6. My certificate of termination was rejected because I attached the wrong Certificate of Account Status. What am I supposed to attach?
  7. If an entity terminates, can its registered agent still be served with process?
  8. 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?

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?

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?