Form 651 - Certificate Of Termination Of A Domestic Entity
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6Form 651—General Information
(Certificate of Termination of a Domestic Entity)
The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant
code provisions. This form and the information provided are not substitutes for the advice and services of an
attorney and tax specialist.
Commentary
When the owners, members or governing authority of a domestic entity have determined that the
existence of an entity should terminate, or there is an occurrence of an event specified in the governing
documents requiring the winding up, dissolution or termination of a domestic entity, the entity should
follow the procedures for winding up the business and affairs of the entity in the manner provided in
chapter 11 of the Texas Business Organizations Code (BOC). On completion of the winding up process,
a filing entity must file a certificate of termination with the secretary of state. This form is not
applicable to the termination of a nonprofit corporation or a cooperative association.
Instructions for Form
Items 1-4—Entity Information: The certificate of termination must contain the legal name of the
entity. It is recommended that the entity type, date of formation, and file number assigned by the
secretary of state be provided to facilitate processing of the document. Note that this form should
not be used for the termination of a nonprofit corporation or cooperative association.
Item 5—Governing Persons: The certificate of termination must set forth the name and address of
each of the filing entity’s governing persons. In general, the following persons would be considered
the governing persons of a domestic entity.
Domestic Entity Type
Governing Person
An individual serving on the board of directors. In the case of a
For-profit Corporation or
close corporation that is managed by its shareholders, provide
Professional Corporation
the name and address of each shareholder.
Professional Association
An individual on the board of directors or executive
committee.
Limited Liability Company
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.
If the governing person is an individual, set forth the first name, middle initial, and last name of the
individual. Do not use prefixes (e.g., Mr., Mrs., Ms.). Use suffixes only when used as titles of
lineage (e.g., Jr., Sr., III) and do not include other suffixes or titles (e.g., M.D., Ph.D.). If the
governing person is an organization, set forth the legal name of the organization.
For each
governing person, only one name should be entered. Do not include both the name of an individual
and the name of an organization. An address is always required for each governing person.
Please note that a document on file with the secretary of state is a public record that is subject to public
access and disclosure. When providing address information for governing persons, use a business or
post office box address rather than a residence address if privacy concerns are an issue.
Form 651
Form 651
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