Texas Dissolution Package to Dissolve Corporation

Name: Texas Dissolution Package to Dissolve Corporation
Brand: US Legal Forms
SKU: TX-DP-0001
Price: 59.00 USD
Availability: InStock

Category:

Corporations - Dissolution

State:

Texas

Control #:

TX-DP-0001

Format:

Instant download

Understanding this form

The Texas Dissolution Package to Dissolve Corporation provides all necessary legal forms and instructions needed to dissolve a corporation in Texas. This package is specifically tailored for corporate dissolution, ensuring compliance with Texas state laws. Unlike other business forms, this package includes detailed step-by-step guidance to help you navigate the dissolution process smoothly.

Form components explained

Certificate of Termination - the essential document needed to officially dissolve the corporation.
Resolution of Directors - a formal declaration by the board recommending the termination.
Notice of Special Meeting - to inform shareholders about the dissolution decision.
Written Consent of Shareholders - an alternative to a special meeting, allowing shareholders to agree to dissolve the corporation in writing.
Comptrollerâs Certificate - confirms that all taxes have been paid and the corporation is in good standing.

Texas Dissolution Package to Dissolve Limited Liability Company LLC

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Articles 5.11, 5.12 and 5.13 of Texas Business Corporation Act

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Liquidation Proposal

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Plan of complete liquidation and dissolution

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Proposal to adopt plan of dissolution and liquidation

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Situations where this form applies

This dissolution package is required when the owners of a corporation in Texas decide to terminate the business entity. Situations may include strategic business decisions to cease operations, the completion of a project, or financial difficulties necessitating closure. Utilizing this package helps ensure that all legal obligations are met during the winding up of the corporation's affairs.

Intended users of this form

Current owners or directors of the corporation seeking to dissolve the business.
Shareholders who need to formally agree on the dissolution.
Business managers responsible for ensuring compliance with Texas state regulations.

Completing this form step by step

Wind up all business affairs of the corporation before filing.
Adopt a resolution recommending the termination at a meeting of the board, or provide written consent from shareholders.
Complete the Certificate of Termination and include the Comptrollerâs Certificate.
Mail the Certificate of Termination, along with any required fees, to the Texas Secretary of State.
Include a cover letter detailing the contents of your submission, if required.

Notarization guidance

This form does not typically require notarization unless specified by local law. Ensure to review all form instructions and regional regulations to confirm requirements.

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If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.

Store your document securely

We protect your documents and personal data by following strict security and privacy standards.

Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.

Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.

Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.

If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.

We protect your documents and personal data by following strict security and privacy standards.

Typical mistakes to avoid

Failing to notify all shareholders properly before the dissolution meeting.
Not obtaining the Comptrollerâs Certificate prior to filing.
Omitting necessary signatures on the Certificate of Termination.

Why complete this form online

Immediate access to all necessary forms and instructions.
Editable templates to tailor the documents to your business needs.
Reliability from templates drafted by licensed attorneys specializing in business law.

Legal use & context

Using the Texas Dissolution Package adheres to the legal framework set by the Texas Business Organizations Code, which governs the dissolution of corporations in the state. Proper use of this package ensures that all formalities are observed, safeguarding against legal complications post-dissolution.

What to keep in mind

This package offers complete guidance and necessary documents for dissolving a corporation in Texas.
Ensure compliance with all local laws, including obtaining the Comptroller's Certificate.
Using the online format allows for immediate access and convenience in completing dissolution paperwork.

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Form popularity

FAQ

The Secretary of State charges a $40 filing fee for dissolving an LLC. If submitting via the website, you can pay online when you submit the forms. Checks should be payable to the secretary of state, and if you're paying by credit card via fax, make sure you also attach Form 807.

Hold a board of directors meeting and formally move to dissolve your corporation. Fill out and file the Certificate of Termination with the Texas Secretary of State. Fulfill all tax obligations with the state of Texas, as well as with the IRS.

Dissolve the Legal Entity (LLC or Corporation) with the State. An LLC or Corporation needs to be officially dissolved. Pay Any Outstanding Bills. You need to satisfy any company debts before closing the business. Cancel Any Business Licenses or Permits. File Your Final Federal and State Tax Returns.

An inactive business is a business that still exists but has no activity, which means no business transactions during a specific year.Even if the business has no income, it may still be considered active for tax purposes. There are many reasons a business may become inactive.

Failing to dissolve the corporation allows third parties to continue to sue the corporation as if it is still in operation. A judgment might mean that shareholders use the money received from distributed assets when the corporation closed down to satisfy judgments against the corporation.

If you don't officially close the company, they'll still bill you, possibly with late fees. Some states will dissolve the LLC after that, but not all.If you have outstanding company debts, you need to settle up. You have to file a final tax return, pay final payroll taxes and cancel your EIN account with the IRS.

Step 1: Corporation or LLC action. Step 2: Filing the Certificate of Dissolution with the state. Step 3: Filing federal, state, and local tax forms. Step 4: Notifying creditors your business is ending. Step 5: Settling creditors' claims.

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Texas Dissolution Package to Dissolve Corporation

TEXAS CORPORATE DISSOLUTION

STATUTORY REFERENCE
TEXAS BUSINESS CORPORATION ACT, Articles 6.01 through 6.07

In Texas a corporation may be dissolved either voluntarily or involuntarily.Â THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.

Voluntary dissolution is accomplished by the incorporators or initial directors of a corporation that has not issued shares or has not commenced business.Â If the corporation has issued shares, then the dissolution is accomplished by the written consent of all of its shareholders or by following the statutory procedures requiring a vote of the shareholders.

A corporation which has not commenced business and which has not issued any shares may be voluntarily dissolved by its incorporators or its directors at any time by filing Articles of dissolution shall be signed by a majority of the incorporators or directors.Â The Articles must set forth: 1. The name of the corporation.
2. The date of issuance of its certificate of incorporation.
3. That none of its shares has been issued.
4. That the corporation has not commenced business.
5. That the amount, if any, actually paid for its shares, less disbursements for necessary expenses, has been returned to the person(s) entitled to those funds.
6. That no debts of the corporation remain unpaid.
7. That a majority of the incorporators or directors elect that the corporation be dissolved. An original and a copy of the articles of dissolution are filed with the Secretary of State.Â When the Articles are filed, a certificate from the Comptroller of Public Accounts that all franchise taxes have been paid must also be filed.

A corporation which has issued shares may be voluntarily dissolved by the written consent of all of its shareholders.Â When a written consent is executed, and the other statutory requirements are met, articles of dissolution are filed with the Secretary of State.

In the alternative, a corporation which has issued shares may be voluntarily dissolved by theÂ corporation if the dissolution is authorized in the following manner: 1. The board of directors must adopt a resolution recommending that the corporation be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of shareholders.Â The meeting can be either an annual meeting or a special meeting.
2. Written notice must be given to each shareholder of record entitled to vote.Â The notice must be within the time and in the manner provided in the Texas Business Corporation Act for the giving of notice of meetings of shareholders, and, whether the meeting be an annual or special meeting and must state that the purpose, (or one of the purposes) of the meeting is to consider the advisability of dissolving the corporation.
3. At the meeting a vote of shareholders must be taken on a resolution to dissolve the corporation. The resolution must be adopted on the affirmative vote of the holders of at least two-thirds of the outstanding shares of the corporation entitled to vote.Â If any class or series of shares is entitled to vote as a class on the resolution, the resolution requires adoption the affirmative vote of the holders of at least two-thirds of the outstanding shares within each class or series of shares and at least two-thirds of the outstanding shares otherwise entitled to vote. Shares entitled to vote as a class are entitled to vote only as a class unless the articles of incorporation provide to the contrary. When the resolution is adopted, and the other provisions of the Texas Business Corporation Act are complied with, then articles of dissolution are filed with the Secretary of State.

Before articles of dissolution may be filed: 1. The corporation must cease to carry on its business (except as may be necessary to wind up the corporation's business affairs).
2. The corporation must mail, by registered or certified mail, each known claimant against the corporation a written notice of the corporation's intent to dissolve.
3. The corporation must collect its assets, dispose of its properties that are not to be distributed in kind to its shareholders, pay, satisfy, or discharge all its debts, liabilities, and obligations, or make adequate provision for payment, satisfaction, or discharge of its debts, obligations, and liabilities, and do any other acts required to liquidate its business and affairs.Â If the properties and assets of the corporation are not sufficient to discharge all the corporation's obligations, the corporation must distribute its assets so far as they will go to the just and equitable payment, satisfaction, or discharge of its debts, liabilities, and obligations or it must make adequate provision for that distribution. After satisfying its obligations, or making adequate provision to satisfy its obligations, the corporation must then distribute the remainder of its properties and assets, either in cash or in kind, to its shareholders according to their respective rights and interests. Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Texas Dissolution Package to Dissolve Corporation

TEXAS CORPORATE DISSOLUTION

STATUTORY REFERENCE
TEXAS BUSINESS CORPORATION ACT, Articles 6.01 through 6.07

In Texas a corporation may be dissolved either voluntarily or involuntarily.Â THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.

Texas Dissolution Package to Dissolve Corporation

Understanding this form

Form components explained

Related forms

Situations where this form applies

Intended users of this form

Completing this form step by step

Notarization guidance

Get your form ready online

Typical mistakes to avoid

Why complete this form online

Legal use & context

What to keep in mind

Looking for another form?

Viewed forms

Form popularity

FAQ

How much does it cost to dissolve an LLC in Texas?

How do I dissolve a corporation in Texas?

How do I dissolve an inactive corporation?

What does it mean when a corporation is inactive?

What happens if you do not dissolve a corporation?

What happens if I don't close my business?

What are the steps involved in dissolving a corporation?

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