How do I terminate a business entity in Texas?

Texas business owners looking to end their businesses need to pay off their taxes and file appropriate forms with the state.

As many business people know, businesses do not last forever. When it comes time to move on after a business venture, it is important to make sure that you wrap up your business properly. Texas has specific procedures for people looking to terminate their business entities.

Become current in tax payments

Your winding down process will vary depending on the type of business entity you have. Your business' formation and governing documents will likely identify the internal steps that your company needs to take. In order to comply with the state's regulations, one step you need to ensure you take during the winding up process is contacting the Texas Comptroller's Office of Public Accounts to obtain documentation that your business has paid all of its taxes under Title 2 of the tax code. The Comptroller's Office will issue your business a Certificate of Account Status for Dissolution/Termination upon request. You will need to include a copy of the Certificate when you file termination papers with the Secretary of State's Office.

Complete forms

Once you have received your Certificate from the Comptroller's Office, you will need to complete a Form 651 and have it signed by the appropriate people. If your business is a Professional Association, an officer needs to sign. If your business is a Limited Partnership, each partner participating in the winding up process needs to sign. If you are terminating a Limited Liability Company, an authorized manager or authorized member-manager must sign. If you are terminating a corporation that issued shares and commenced business, an officer must sign the form. If you are ending a corporation that had not yet commenced business or issued shares, a majority of the organizing or initial directors listed in the formation documents or an authorized officer needs to sign the form.

Speak with an attorney

It is wise to consult a lawyer when terminating a business to make sure that you are meeting all of your obligations listed in your company's founding and governing documents. An attorney can help you with various winding up tasks such as giving notice of the winding up to all interested parties, disposing of the business' property and discharging all of the business' liabilities and obligations to make sure that they are done properly. Having the assistance of an attorney when terminating your business also increases the likelihood that the state will accept the termination without you needing to go back and re-do the application because of errors. If you have questions about terminating a Texas business, speak with a skilled Texas business attorney who can advise you about what steps you should take next.

Keywords: business termination; business dissolution; business law; business wind up