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Texas Dissolution Package to Dissolve Limited Liability Company LLC

Texas Dissolve Llc Without Operating Agreement

Name: Texas Dissolve Llc Without Operating Agreement
Brand: US Legal Forms
Rating: 4.7 (469 reviews)

Category:

Limited Liability Company - Dissolution

State:

Texas

Control #:

TX-DP-LLC-0001

Format:

Instant download

Description

The dissolution package contains all forms to dissolve a LLC or PLLC in Texas, step by step instructions, addresses, transmittal letters, and other information.

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FAQ

Negotiate and execute an operating agreement.Texas does not require an operating agreement in order to form an LLC, but executing one is highly advisable.

How to Close an Inactive BusinessDissolve the Legal Entity (LLC or Corporation) with the State. An LLC or Corporation needs to be officially dissolved.Pay Any Outstanding Bills.Cancel Any Business Licenses or Permits.File Your Final Federal and State Tax Returns.

To dissolve your Texas LLC, you must file a Certificate of Termination with the Secretary of State. There is a $40 filing fee. The form can be filed online. If you'd like to save yourself some time, you can hire us to dissolve your LLC for you.

To dissolve your Texas LLC, you must file a Certificate of Termination with the Secretary of State. There is a $40 filing fee. The form can be filed online.

How do I terminate my Texas entity?Take the necessary internal steps to wind up its affairs.Submit two signed copies of the certificate of termination.Unless the entity is a nonprofit corporation, attach a Certificate of Account Status for Dissolution/Termination issued by the Texas Comptroller.More items...

Interesting Questions

To dissolve an LLC without an operating agreement in Texas, you generally need to follow these steps: (1) Determine the decision-making process for dissolution among the LLC members, (2) Prepare and file a certificate of termination with the Texas Secretary of State, (3) Settle any outstanding debts and obligations, and (4) Notify appropriate state and federal agencies of the LLC's dissolution.

More info

Unfortunately, you cannot simply stop the operations of your limited liability company (LLC) and walk away. If an LLC has no operating agreement, it is subject to the "default rules" of the state in which the LLC is organized.A Texas LLC operating agreement can delineate the company's procedures, policies and other features. Without such provisions, predictable changes in the life or circumstances of a Member can cause considerable difficulty. What is needed to Dissolve an LLC?

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Texas Dissolution Package to Dissolve Limited Liability Company LLC

TEXAS
LIMITED LIABILITY COMPANY DISSOLUTION

STATUTORY REFERENCE:

Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Texas Statutes: Business Organization Code; Title 1, Chapter 11 & Title 3, Chapter 101, Subchapter L

DISCUSSION

A Texas limited liability company (LLC) is dissolved and it must wind up its business affairs upon the happening of the first to occur of the following:

the period fixed for the duration of the LLC expires;
the occurrence of events specified in the articles of organization or in the regulations to cause dissolution;
the action of the members to dissolve the LLC;
if no capital has been paid into the LLC, the act of a majority of the managers or members named in the articles of organization to dissolve the limitedÂ liability company;
except as otherwise provided upon the death, expulsion, withdrawal pursuant to or as provided in the articles of organization or regulations, bankruptcy, or dissolution of a member or the occurrence of any other event which terminates the continued membership of a member in the LLC; or
entry of a decree of judicial dissolution under Section 6.02 of this Act.

A LLC is not upon the happening of an event of dissolution if there is at least one remaining member, and the business of the LLC is continued by the vote of that/those members as stated in the articles of organization or regulations of the LLC, or if not so stated, by all remaining members.

Unless otherwise provided in the articles of organization or in the regulations, an election to continue the business of the LLC must be made within 90 days after the date of the occurrence of the event of dissolution. If an election to continue the business of the LLC is so made, the election is not effective unless an appropriate amendmentÂ extending the period fixed for the duration of the LLC or deleting the event specified in the articles of organization that caused the dissolution is made by the LLC to its articles of organization during the three-year period following the date of the event of dissolution.

When the LLC is dissolved, the affairs of the business must be wound up as soon as reasonably practicable. The winding up is accomplished by the managers or members or by any other person or persons designated by the articles of organization, by the regulations, or by resolution of the managers or members. (A court of competent jurisdiction, on cause shown, may wind up the LLC's affairs on application of any member or the member's legal representative or assignee and may appoint a person to carry out the liquidation and may make all other orders, directions, and inquiries that the circumstances require.)

When the LLC is dissolved, and BEFORE it files Articles of Dissolution, the LLC

must cease to carry on its business except as may be necessary for the winding up process.

must send a written notice by registered or certified mail of the intent of the LLC to dissolve to each known creditor of and claimant against the LLC.

must collect its assets, convey and dispose of such of its properties as are not to be distributed in kind to its members, pay, satisfy or discharge its liabilities and obligations, (or make adequate provisions for payment and discharge of those liabilities and obligations), and

must do all other acts required to liquidate its business and affairs.

Â In the event that the assets of the LLC are not sufficient to satisfy or discharge all the LLC's liabilities and obligations, the LLC must apply those assets so far as they will go to the just and equitable payment of the liabilities and obligations.

After paying or discharging all of its obligations, or making adequate provisions for payment and discharge of those obligations, the LLC must then distribute the remainder of its assets, either in cash or in kind, among its members according to their respective rights and interest.

On the winding up of a LLC, the assets must be paid orÂ transferred as follows:

to the extent otherwise permitted by law, to creditors, including members who are creditors in satisfaction of liabilities (other than for distributions) of the LLC, whether by payment or by establishment of reserves;

unless otherwise provided by the articles of organization or regulations, to members and former members in satisfaction of the company's liability for distributions; and

unless otherwise provided by the articles of organization or regulations, to members its members according to their respective rights and interest.

When all liabilities and obligations of the LLC have been paid or discharged (or adequate provision has been made for those liabilities and obligations) and all of the remaining property and assets of the LLC have been distributed to its members according to their respective rights and interest, articles of dissolution are filed by a manager or authorized member, or in the case of a dissolution by action of the organizer of the LLC, by the organizer. In the event the LLC property and assets are not sufficient to satisfy and discharge all the LLC's liabilities and obligations and all the property and assets have been applied so far as they will go to the just and equitable payment of the LLC's liabilities and obligations, articles of dissolution are filed at that time.

If the LLC has elected to dissolve by action of its members, a copy of the resolution to dissolve, together with a statement that the resolution was adopted in accordance with Section D, Article 2.23, of this the Limited Liability Company Act.

When the articles of dissolution filed, there must be filed with them a certificate (#05-305 or #05-329) from the Comptroller of Public Accounts that all franchise taxes have been paid and that the company is in good standing for the purpose of dissolution.

A tax year ends on December 31st. The company must be in good standing through the date of receipt of the articles of dissolution by the secretary of state. A post mark date will not be considered as the date of receipt. The Secretary of State suggests thatÂ companies attempting to dissolve prior to the end of the franchise tax year, make their submissions well in advance of the tax deadline.

Limited liability companies not dissolved on or before December 31st will be subject to the new franchise tax year's requirements as of January 1st.

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Texas Dissolution Package to Dissolve Limited Liability Company LLC

TEXAS
LIMITED LIABILITY COMPANY DISSOLUTION

STATUTORY REFERENCE:

Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Texas Statutes: Business Organization Code; Title 1, Chapter 11 & Title 3, Chapter 101, Subchapter L

DISCUSSION

A Texas limited liability company (LLC) is dissolved and it must wind up its business affairs upon the happening of the first to occur of the following:

the period fixed for the duration of the LLC expires;
the occurrence of events specified in the articles of organization or in the regulations to cause dissolution;
the action of the members to dissolve the LLC;
if no capital has been paid into the LLC, the act of a majority of the managers or members named in the articles of organization to dissolve the limitedÂ liability company;
except as otherwise provided upon the death, expulsion, withdrawal pursuant to or as provided in the articles of organization or regulations, bankruptcy, or dissolution of a member or the occurrence of any other event which terminates the continued membership of a member in the LLC; or
entry of a decree of judicial dissolution under Section 6.02 of this Act.