Fillable Form Texas Certificate of Termination of a Domestic Entity

What is the Texas Certificate of Termination of a Domestic Entity form?

Form 651, Certificate of Termination of a Domestic Entity, is a state-specific form used to dissolve a domestic entity in the state of Texas.

If you have determined to terminate the existence of your domestic entity or an event requires its termination, one of the Texas Business Organization Code (BOC) requirements is to file a certificate of termination with the secretary of state.

If the entity is a non-profit corporation or cooperative association, do not use the Texas Certificate of Termination of a Domestic Entity form. Instead, use Form 652, Certificate of Termination of a Domestic Nonprofit Corporation or Cooperative Association.

The Texas Certificate of Termination of a Domestic Entity form is a two-page document.

How to fill out the Texas Certificate of Termination of a Domestic Entity form?

The Texas Certificate of Termination of a Domestic Entity form contains seven items that require information about the entity, its governing individuals, the event requiring winding up, and the completion of winding up.

Answer each item accurately to avoid any problems.

Entity Information

Item 1

Enter the legal name of the domestic entity.

Item 2

Enter the type of the domestic entity.

Item 3

Enter the date of formation of the domestic entity in the following format: MM/DD/YYYY.

Item 4

Enter the file number the secretary of state has issued to the domestic entity.

Governing Persons

Item 5

Enter the names and addresses of every governing person of the domestic entity. According to the instructions section of the Texas Certificate of Termination of a Domestic Entity form, the following would be considered the governing persons of a domestic entity:

Domestic Entity Type	Governing Person
For-profit Corporation or Professional Corporation	A director. For a close corporation managed by shareholders, provide the name and address of each shareholder.
Professional Association	A director or executive committee member.
Limited Liability Corporation	A manager, if managers manage the company. If the company is managed by its members, provide each managing member.
Limited Partnership	A general partner of the partnership.

For privacy concerns, when providing an address for a governing person, it is recommended to use a business or post office box address instead of a residence address, as documents on file with the secretary of state are public records.

Event Requiring Winding Up

Item 6

Mark the box to determine the applicable event requiring the winding up or termination of the entity. The options are:

A. A voluntary decision to wind up the entity has been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

B. The period of duration specified in the governing documents of the entity has expired.

C. The occurrence of an event specified in the governing documents of the entity that requires the winding up, dissolution, or termination of the entity.

D. The occurrence of an event specified in the Texas Business Organizations Code that requires the winding up, dissolution, or termination of the entity.

E. A court decree requiring the winding up, dissolution, or termination of the entity has been rendered under the provisions of the Texas Business Organizations Code or other law.

You must select one, as the secretary of state will reject a certificate of termination if you did not select any of the events.

Completion of Winding Up

Items 7

This item contains a statement regarding the completion of winding up.

Effectiveness of Filing

Mark the box to determine the effectiveness of filing. The options are:

A. This document becomes effective when the document is filed by the secretary of state.

B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: <date> (enter the date in MM/DD/YYYY format).

C. This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is: <date> (enter the date in MM/DD/YYYY format).

If you mark C, state the manner in which the event or fact will cause the certificate to take effect.

Tax Certificate

You must attach a certificate of account status from the Texas Comptroller of Public Accounts to confirm that all taxes under title 2 of the Tax Code have been paid and the entity is in good standing for the purpose of termination. You must not attach a certificate of print-out taken from the comptroller’s website.

Execution

Enter the date theTexas Certificate of Termination of a Domestic Entity form was executed and the legal name of the entity.

The certificate of termination must be signed by a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument. If you are the authorized person, provide your signature and legal name.

Is there a fee to file the Texas Certificate of Termination of a Domestic Entity?

The filing fee for a certificate of termination is $40. You can pay by personal checks, money orders, LegalEase debit cards, or American Express, Discover, MasterCard, and Visa credit cards.

If you are sending checks or money orders, make them payable through a U.S. bank or financial institution and payable to “Texas Secretary of State.”

A statutorily authorized convenience fee of 2.7 percent of the total fees is added for fees paid using credit cards.

Where to file the Texas Certificate of Termination of a Domestic Entity?

Submit the completed Texas Certificate of Termination of a Domestic Entity with the filing fee and certificate of account status to:

Secretary of State

P.O. Box 13697

Austin, Texas 78711-3697

You can also fax it to (512) 463-5709 or have it delivered to:

James Earl Rudder Office Building:

1019 Brazos,

Austin, Texas 78701

The secretary of state will return the evidence of filing to you, as well as a file-stamped copy of the document, if a duplicate copy was provided.

The certificate of termination has a turnaround time of three to five days plus the days it takes to receive your certificate of tax clearance.