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How to Use 5 359 Texas

When a business decides it's time to end its operations in Texas, or if an out-of-state entity no longer wishes to be registered to conduct business in Texas, certain steps must be taken to officially dissolve or terminate its existence in the eyes of the state. The 05-359 form, provided by the Texas Comptroller, is an essential document in this process. This form helps to ensure that all tax obligations have been met and that the entity is clear to be dissolved or have its registration terminated. Below are the detailed instructions to accurately complete the form, thus moving one step closer to finalizing the entity's affairs in Texas.

1. Section A - Entity Information:
   • Enter the entity's legal name as registered.
   • Provide the Taxpayer number assigned by the state.
   • Fill in the File number as it appears on records with the Texas Secretary of State.
   • If the entity is part of an affiliated group that files a combined report, mark "YES" and supply the reporting entity's legal name and Texas taxpayer number / FEI number. If not, mark "NO" and proceed to Section B.
   • Indicate if the entity’s accounting year begin date is on or after the combined group’s accounting year begin date on its franchise tax report. Provide the respective dates as requested.
2. Section B - Texas Entity: If the entity was formed in Texas, indicate the action required (Termination, Merger, Entity conversion) by checking the appropriate box.
3. Section C - Non-Texas Entity:
   • Answer whether the entity is still conducting business in Texas.
   • If no longer conducting business, enter the last day of business in Texas.
   • State if the entity currently has an active charter in its home state. If not, provide the type and date of termination along with the name of survivor entity if applicable.
   • Include home state documentation if the charter has been terminated, ensuring it has the appropriate seal and effective date.
4. Section D - Receiving Your Certificate:
   • Indicate if there is a forfeited certificate or registration that needs reinstatement.
   • Choose your preferred method to receive your certificate (Fax, .PDF via Email, or Mail) and provide the necessary contact information accordingly.
5. At the bottom, type or print the name of the person completing the form. Include a phone number with extension.
6. Identify if an authorized agent is involved and include their contact information.

Once all sections are completed, review the provided contact information for accuracy. This ensures the receipt of your certificate without delay. After verifying the form, submit it to the Comptroller of Public Accounts as directed. Remember, processing times can vary, and all requests are handled in the order received. This careful attention to detail and adherence to procedures helps smooth the path to officially closing or altering the status of your entity in Texas, securing compliance and peace of mind.

What is the purpose of Form 05-359 in Texas?

The primary purpose of Form 05-359, also known as the "Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas or Registration," is to formally request the termination or cessation of a taxable entity's legal existence or registration within the state. This form is a critical step for entities intending to dissolve, merge, or convert their business type in Texas. Before the termination can be processed, the entity must fulfill all filing requirements and close any open accounts for taxes administered by the Texas Comptroller under Title 2 of the Texas Tax Code. This process ensures that the entity is current with its tax obligations before concluding its business operations in the state.

Who needs to file Form 05-359?

Any taxable entity registered in the state of Texas that plans to terminate its existence or cancel its registration in Texas must file Form 05-359. This includes entities formed in Texas and those formed outside of Texas but registered to do business within the state. Specifically, entities looking to dissolve, merge, or convert need to request a Certificate of Account Status as part of the termination process. Additionally, if the entity is part of an affiliated group that files a combined tax report, information about this affiliation must be disclosed on the form.

How does an entity receive its Certificate of Account Status after filing Form 05-359?

Upon filing Form 05-359 and satisfying all tax obligations, the Texas Comptroller's office reviews the entity's account to determine eligibility for termination or registration cancellation. If eligible, the Comptroller will issue a Certificate of Account Status in the chosen delivery method—either via fax, email in PDF format, or traditional mail. In cases where the entity is not eligible, due to open tax accounts or other compliance issues, the comptroller will notify the entity in writing, detailing what requirements must be met to become eligible. Entities are encouraged to utilize the convenient online filing option through SOSDirect, or seek assistance at their local field office for additional guidance.

What steps should be taken if an entity has a forfeited certificate or registration?

Entities with a forfeited certificate or registration must first apply for reinstatement before they can end their existence or cancel their registration in Texas. This involves contacting the Texas Comptroller’s office to address any compliance issues or outstanding taxes that led to the forfeiture. Once these issues are resolved, the entity can proceed with filing Form 05-359 to request a Certificate of Account Status, indicating their desire for reinstatement. The specific procedure for reinstatement will depend on the entity’s unique circumstances, and it may be beneficial to consult with the Comptroller's office or a legal advisor to ensure all reinstatement requirements are thoroughly met.

Filling out the Form 05-359, essential for entities winding down operations in Texas, demands meticulous attention. Mistakes can delay the termination process, affecting the entity's legal and financial status. Here are ten common errors to avoid:

1. Overlooking Tax Compliance: Neglecting to ensure all taxes administered by the Comptroller under Title 2 of the Texas Tax Code are current and all tax accounts are closed can lead to rejection of the termination request.
2. Incorrect Entity Information: Failing to provide accurate entity details such as legal name, taxpayer number, or file number from the Texas Secretary of State complicates verification processes.
3. Incomplete Affiliated Group Information: For entities that are part of an affiliated group, not providing complete reporting entity information can result in inaccuracies in tax filings and processing delays.
4. Mismatched Accounting Dates: If the entity's accounting year begin date and the affiliated group's dates are not correctly reported, it can affect the inclusion of the entity’s information in the combined group report.
5. Omission of Termination Details for Non-Texas Entities: Non-Texas entities must provide specific details about their business activities in Texas, including the last day of business and whether they still maintain an active charter in their home state. Missing details can halt the process.
6. Incorrect Contact Information for Receiving the Certificate: Providing inaccurate fax numbers, email addresses, or mailing addresses delays the receipt of the certificate of account status.
7. Not Indicating a Preference for Certificate Reception: Failing to specify how the certificate should be received may lead to unnecessary delays in its delivery.
8. Failure to Reinstate Forfeited Certificates: Ignoring the need to reinstate any forfeited certificates or registrations before proceeding with termination complicates the entity's closure.
9. Submitting Outdated Home State Documentation: For entities formed outside of Texas, submitting home state documentation without the appropriate agency's seal or with an outdated effective date can invalidate the termination process.
10. Lack of Signature or Authorization: Neglecting to sign the request or identify the authorized agent results in an incomplete submission, preventing the form from being processed.

Ensuring accuracy and completeness when filling out Form 05-359 is critical for entities ceasing operations in Texas. Avoiding these common mistakes can help expedite the termination process, ensuring compliance with state requirements.

Completing the 05-359 form, a Request for Certificate of Account Status for terminating a taxable entity's existence in Texas, is a significant step for any business concluding its operations. However, this form is often just one part of the larger documentation puzzle required for a business to properly wrap up its affairs. It is necessary to understand other forms and documents often required to ensure a smooth termination or withdrawal process.

• Franchise Tax Report: Before an entity can terminate, it usually must file a final Franchise Tax Report with the Texas Comptroller's Office. This report ensures that the entity has met all its tax obligations up to the point of dissolution.
• Articles of Dissolution: Domestic entities must file Articles of Dissolution with the Texas Secretary of State. This document officially dissolves the business in Texas and provides details such as the dissolution date and the reason for dissolving.
• Certificate of Termination: Similar to Articles of Dissolution, foreign entities that are ending their operations in Texas must file a Certificate of Termination. This document confirms that the foreign entity has ceased its business activities in Texas.
• Revocation of Registered Agent Form: When dissolving, a business must revoke its registered agent's authority to act on its behalf. This form officially removes the agent's power to receive legal and tax documents for the entity.
• Change of Address or Registered Agent Form: If, before dissolving, an entity changes its address or its registered agent, it must file this form with the Texas Secretary of State. It ensures that all correspondence and legal notices are sent to the correct address or agent up until the entity is officially dissolved.

Understanding each form's role and requirement in the dissolution process helps entities navigate the end of their business operations in Texas with compliance and efficiency. Whether winding up a business due to strategic redirection or other reasons, proper completion and submission of these forms and documents are crucial steps in honoring legal obligations and ensuring a clean slate.

The Form SS-4, Application for Employer Identification Number (EIN), shares similarities with the 05-359 Texas form, primarily because both are essential for tax-related purposes within the United States. The SS-4 form is used by entities to apply for an EIN, necessary for tax filing and reporting purposes. Similarly, the 05-359 form is integral for entities in Texas seeking to terminate their existence or registration, ensuring they are current with their tax obligations. Both forms facilitate compliance with tax laws, albeit in different contexts.

The Articles of Incorporation document, required for the formation of a corporation, bears resemblances to the 05-359 form in its fundamental objective of addressing corporate status. While the Articles of Incorporation are used to legally establish a corporation in a state, the 05-359 form is utilized to legally terminate a corporation or entity's existence in Texas. Each serves a pivotal role in the lifecycle of a corporation, dealing with the legal status of an entity in their respective jurisdictions.

The Statement of Information, often required annually or biennially by states from businesses, is akin to the 05-359 form in terms of maintaining current records with the state's regulatory bodies. This document updates the state on vital information such as the business’s address and directors. The 05-359 form, in closing out the tax and legal obligations of a business, similarly ensures that the entity's information is up-to-date and complies with state requirements as it ceases operations in Texas.

The Certificate of Good Standing, which verifies that an entity is compliant with state regulations and is authorized to do business, correlates with the 05-359 form's purpose. Both documents attest to an entity's compliance with state laws, though the 05-359 specifically deals with tax obligations and the process of termination. The Certificate of Good Standing is often a prerequisite for various business transactions, much as obtaining clearance through the 05-359 form is essential for entities winding down operations legally.

The Business License Application, required for entities to lawfully operate in many jurisdictions, parallels the 05-359 form by involving the state’s oversight into entities' activities. While the business license application represents the commencement of business activities under state approval, the 05-359 form represents the conclusion, ensuring that all responsibilities towards the state, particularly tax obligations, are fulfilled before dissolution.

The Change of Registered Agent form, which updates the state on the appointed individual or service responsible for legal correspondence, resembles the 05-359 form in its administrative function concerning state filings. Both are critical for maintaining accurate records with the state, the former for ongoing operations, and the latter for the proper closure of an entity.

The Annual Report, a document most entities must file periodically with their state, has parallels to the 05-359 Texas form in the sense that both require entities to report specific information to state authorities. The Annual Report focuses on keeping the state updated on an entity's operational status and basic information, whereas the 05-359 form is used by entities confirming their compliance with tax obligations as they seek to terminate their operations in Texas.

The Application for Certificate of Authority, used by entities when they seek to do business outside their original state of incorporation, is similar to the 05-359 form regarding its role in expanding or reducing an entity’s business operations legally under state law. While the former is about obtaining permission to operate in a new jurisdiction, the 05-359 form deals with the legal prerequisites for ceasing operation in a jurisdiction, focusing on tax compliance.

The Dissolution Documents, required to formally dissolve a corporation or LLC, are directly related to the purpose behind the 05-359 form. Both sets of documents are critical for entities that are ending their legal existence. The Dissolution Documents, like the 05-359 form, ensure that the entity has met all legal and tax obligations before concluding its activities in the eyes of the law.

Last, the DBA (Doing Business As) Cancellation Form, which is used when a business no longer wishes to operate under a fictitious name, shares a functional similarity with the 05-359 Texas form. Both involve a formal process with the state to update the status of an entity, the former by canceling a trade name and the latter by ensuring all tax accounts are settled before the termination of a company or registration.

When completing the 05-359 Texas form, Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas or Registration, individuals and entities should take note of important do's and don'ts to ensure accuracy and compliance with state requirements.

• Verify all entity information before submission, including legal names, taxpayer numbers, and file numbers. Accuracy is crucial for processing.
• Ensure to call the provided numbers (1-800-252-1381 or 512-463-4600) to confirm the entity is current with tax requirements or to close any open tax accounts.
• Utilize the online resources available at www.comptroller.texas.gov/taxes/franchise/ to gather more information about the process and filing requirements.
• Include home state documentation with the application if the entity's home state charter has been terminated. This documentation must be certified with the appropriate seal.
• Choose the preferred method of receiving your certificate carefully – options include fax, email, or mail. Ensure the contact information provided is accurate.
• Print or type your name and provide a correct phone number and extension for any possible follow-up or clarification.

• Overlook the question about being a part of an affiliated group that will file a combined report. The answer to this question affects how you fill out the rest of the form.
• Forget to indicate appropriately in Section B or C whether the entity was formed in Texas or outside of Texas. This detail significantly impacts the filing process.
• Skip the section asking if the entity has a forfeited certificate or registration. If reinstatement is needed before termination, it must be addressed.
• Delay the submission based on the assumption that the format selected for receiving the certificate affects the processing time. All requests are processed in the order they are received.
• Ignore the final section requiring the authorized agent's name, phone number, and extension. Failing to provide accurate contact information may lead to processing delays.
• Avoid contacting the Comptroller's office for clarification or assistance if you have questions or concerns. Utilizing the resources provided can prevent errors and ensure a smoother process.

There are several misconceptions about the Form 05-359, known as the Request for Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas or Registration. These misunderstandings can complicate the process for entities looking to terminate their operations or registration in Texas.

• Only for profit entities need to file. Both for-profit and non-profit entities are required to file Form 05-359 if they seek to officially end their existence or registration in Texas. This includes satisfying all outstanding tax obligations.

• Filing immediately terminates the entity. Submitting Form 05-359 initiates the process but does not instantly dissolve the entity. The Texas Comptroller's office must review and approve the request, a process that involves ensuring all tax liabilities are settled.

• The form is only for entities formed in Texas. Both Texas-formed (domestic) and out-of-state (foreign) entities must file Form 05-359 if they wish to terminate their business operations or registration in Texas. There are specific sections on the form for each scenario.

• No financial obligations must be settled before filing. Before submitting the form, an entity must ensure that all financial obligations, particularly taxes administered under Title 2 of the Texas Tax Code, are fulfilled.

• The process is the same for all entities. Depending on whether an entity is terminating, merging, or converting, different sections of the form need to be completed. Additionally, foreign entities must provide documentation from their home state, if applicable.

• There's no need to check tax status before filing. Entities are encouraged to contact the Comptroller’s office to ensure they are up to date on their tax obligations and to close any open tax accounts before filing Form 05-359.

• Online submission is available for all aspects of the process. While certain documents can be filed online with the Secretary of State using SOSDirect, the Form 05-359 may require direct submission to the Comptroller’s office, depending on the specific circumstances and required documentation.

• Entities can choose how to receive their certificate with no impact on processing time. Although the form allows entities to select a preferred method for receiving their certificate, all requests are processed in the order they are received. Choosing a quicker delivery method does not expedite the review process.

• All information on the form is reviewed at the state level only. While the Texas Comptroller’s office reviews the form, entities must also ensure compliance with federal and, if applicable, their home state requirements. This may include submitting additional documents or information beyond what is required by Texas law.

Understanding these misconceptions can help entities navigate the process of terminating their existence or registration in Texas more smoothly and ensure compliance with all necessary legal and tax obligations.

When a business in Texas decides to terminate its existence or registration, a Form 05-359 (Rev.2-17/13), Request for Certificate of Account Status, must be submitted to the Texas Comptroller's office. This form is essential for entities looking to officially close their operations within the state. Here are seven key takeaways regarding the completion and use of this form:

• The purpose of the form is to ensure that an entity intending to terminate its legal existence or registration in Texas is current with all filing requirements for taxes administered under Title 2 of the Texas Tax Code. This includes closing all relevant tax accounts.
• Contacting the Texas Comptroller's office via phone or their official website is a necessary step to determine if the entity is current in tax requirements and to close any open tax accounts.
• Section A requires detailed information about the entity, including its legal name, taxpayer number, and file number from the Texas Secretary of State. This section also inquires about the entity's affiliation with any group required to file a combined report.
• For entities formed in Texas, Section B focuses on the type of filing required for the certificate, offering options such as Termination, Merger, or Entity conversion.
• Non-Texas entities must complete Section C, providing information on whether the entity is still conducting business in Texas, its last day of business, and if it has an active charter in its home state. Furthermore, if the charter has been terminated, documentation from the home state is required.
• Section D addresses how the entity would like to receive the certificate, offering options for delivery by fax, email, or mail. This section also inquires about the need to reinstate a forfeited certificate or registration before termination.
• Submitting the form can be done online via SOSDirect or by mail, and the Comptroller's office will review the request to determine eligibility for the certificate. If not eligible, the entity will be notified in writing of what is required to become eligible. Assistance is also available at local field offices.

Understanding and accurately completing Form 05-359 is crucial for entities planning to end their business operations in Texas. It ensures compliance with state tax codes and provides a clear path towards the termination of the entity's legal and tax obligations within the state.