If the right to transact business is forfeited, the entity will be denied the right to sue or defend itself in a Texas court and each director or officer will be liable for the debt of the entity.
Write a detailed bill of sale outlining what the buyer is purchasing. If you're the sole owner of the LLC, make sure it's clear whether they're buying 100% ownership or just the assets of the business. File all required forms with the IRS — including Form 8822-B, for changing the LLC's “responsible party.”
An entity forfeited under the Tax Code can reinstate at any time (so long as the entity would otherwise continue to exist) by (1) filing the required franchise tax report, (2) paying all franchise taxes, penalties, and interest, and (3) filing an application for reinstatement (Form 801 Word 178kb, PDF 87kb), ...
Texas business laws, including the Texas Business Organization Code, provide two main legal options for removing a member if the operating agreement does not specify: voluntary dissolution and judicial dissolution. Voluntary dissolution requires a majority vote of the members.
To submit your Form 424, you can do it online at the Texas Secretary of State's website. Alternatively, you can mail the completed form to the Secretary of State's office at PO Box 13697, Austin, TX 78711. For any questions, you may contact the office by calling (512) 463-5555.
In Texas, the two primary ways to change LLC ownership are by issuing membership interest units or transferring existing units. The issuance of membership interest units is done through the LLC itself. As mentioned above, the company agreement will usually designate the initial number of units.
File proper change of ownership paperwork in Texas First, the LLC members can file an amendment to the Certificate of Organization reflecting the updated management information. Alternatively, Texas requires LLCs to submit a Public Information Report annually to the Texas Comptroller of Public Accounts.
An entity forfeited under the Tax Code can reinstate at any time (so long as the entity would otherwise continue to exist) by (1) filing the required franchise tax report, (2) paying all franchise taxes, penalties, and interest, and (3) filing an application for reinstatement (Form 801 Word 178kb, PDF 87kb), ...
They are necessary. Your nonprofit does not need to file bylaws with the Texas Secretary of State, but they are required to obtain tax-exempt status with the IRS.
The Texas Business Organizations Code requires a nonprofit corporation to have at least three directors, one president, and one secretary. The same person cannot be both the president and secretary. Officers and directors must be natural persons, but may be known by other titles.