Form 651 - Certificate Of Termination Of A Domestic Entity Page 2
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Item 6—Event Requiring Winding Up: The certificate of termination must state the nature of the
event requiring winding up of the entity. Sections 11.051 to 11.059 of the BOC contain provisions
relating to the winding up of a domestic entity. Section 11.051 provides that winding up of a
domestic entity is required on the approval of a voluntary decision to wind up the entity (option A);
the expiration of the entity’s period of duration as specified in its certificate of formation (option B),
the occurrence of an event specified in the governing documents requiring winding up (option C),
the occurrence of an event specified by the BOC requiring winding up (option D), or a decree by a
court requiring winding up or dissolution of the entity rendered under the BOC or other law (option
E).
Select the applicable event requiring the winding up or termination of the entity. The secretary of
state will reject a certificate of termination if item 6 is not completed.
Statement Regarding Completion of Winding Up: The certificate of termination must provide
that the filing entity has complied with the provisions of the BOC governing its winding up. Please
review the winding up procedures in subchapter B of chapter 11 of the BOC and any supplemental
winding up procedures that may apply to the entity.
Effectiveness of Filing: A certificate of termination becomes effective when filed by the secretary
of state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of
the instrument may be delayed to a date not more than ninety (90) days from the date the instrument
is signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a
future event or fact, other than the passage of time (option C). If option C is selected, you must state
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the manner in which the event or fact will cause the instrument to take effect and the date of the 90
day after the date the instrument is signed. In order for the certificate to take effect under option C,
the entity must, within ninety (90) days of the filing of the certificate, file a statement with the
secretary of state regarding the event or fact pursuant to section 4.055 of the BOC.
On the filing of a document with a delayed effective date or condition, the computer records of the
secretary of state will be changed to show the filing of the document, the date of the filing, and the
future date on which the document will be effective or evidence that the effectiveness was
conditioned on the occurrence of a future event or fact. In addition, at the time of such filing, the
status of the filing entity will be shown as “voluntarily terminated” on the records of the secretary of
state.
Tax Certificate: The certificate of termination must be accompanied by a certificate of account
status from the Texas Comptroller of Public Accounts indicating that all taxes under title 2 of the
Tax Code have been paid and that the entity is in good standing for the purpose of termination.
Please note that the Comptroller issues many different types of certificates of account status. Do not
attach a certificate or print-out obtained from the Comptroller’s web site as this does not meet
statutory requirements. You need to attach form #05-305, which is obtained directly from a
Comptroller of Public Accounts representative.
Requests for certificates or questions on tax status should be directed to the Tax Assistance Section,
Comptroller of Public Accounts, Austin, Texas 78774-0100; (512) 463-4600 or toll-free (800) 252-
1381. You also may contact tax.help@cpa.state.tx.us.
Execution: Pursuant to section 4.001 of the BOC, 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.
Generally, a governing person or managerial official of the entity signs a filing instrument.
Form 651
Form 651
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