US Legal Forms
Texas Dissolution Package to Dissolve Corporation

Texas Dissolution Package to Dissolve Corporation

Q: What happens if I don&#039;t close my business?

If you don&#039;t officially close the company, they&#039;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.

Category:

Corporations - Dissolution

State:

Texas

Control #:

TX-DP-0001

Format:

Instant download

Description

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

Definition and meaning

The Texas Dissolution Package to Dissolve Corporation is a legal collection of documents required to formally dissolve a corporation in Texas. This package includes the Certificate of Termination and any associated resolutions and notices required by state law. The process ensures that all business affairs are properly concluded and that the corporation is officially recognized as dissolved.

How to complete the form

To complete the Texas Dissolution Package, follow these steps:

Review and prepare the necessary resolutions from the Board of Directors to recommend termination.
Provide a Notice of Special Meeting to all shareholders.
Obtain approval from shareholders through their votes or signed written consent.
Fill out the Certificate of Termination accurately.
Include the required fees and any necessary certifications from the Comptroller of Public Accounts.
Mail all completed documentation to the Secretary of State in Texas.

Legal use and context

The Texas Dissolution Package is legally mandated for corporations wishing to cease operations. This package must be used when a corporation has completed its operational obligations and needs to dissolve officially to avoid ongoing tax liabilities and legal responsibilities. Adhering to Texas Business Organizations Code is crucial to ensure compliance with state laws regarding corporate termination.

Key components of the form

The Texas Dissolution Package includes several essential components:

Certificate of Termination: The primary form that legally initiates the dissolution process.
Resolution of Directors: A document where directors formally recommend the dissolution to shareholders.
Notice of Special Meeting: A notice issued to shareholders regarding the meeting to approve the dissolution.
Written Consent of Shareholders: A document allowing shareholders to approve the termination without a meeting.

State-specific requirements

In Texas, specific requirements must be met for the dissolution process:

The corporation must have its tax obligations settled with the Comptroller of Public Accounts.
A Certificate of Termination must be filed with the Texas Secretary of State.
Shareholder approval is necessary, whether through a meeting or written consent.
All formalities as prescribed in the Texas Business Organizations Code must be strictly followed.

Common mistakes to avoid when using this form

Several pitfalls can occur when completing the Texas Dissolution Package. Users should avoid the following:

Failing to obtain proper shareholder approval before filing.
Not completing the Certificate of Termination accurately.
Neglecting to settle tax obligations prior to dissolution.
Missing the required deadlines for submitting the forms to the Secretary of State.

What documents you may need alongside this one

In addition to the Texas Dissolution Package, you may require the following documents:

A certificate from the Comptroller of Public Accounts confirming all taxes are paid and the corporation is in good standing.
Meeting minutes or resolutions from the Board of Directors.
Evidence of written consent from shareholders, if applicable.

Employment Verification Letter for Bank

View this form

Employment Verification Letter for Current Employee

View this form

Employment Verification Letter for Ex Employee

View this form

Request for Verification of a Candidate's Prior Employment

View this form

Employment Verification Letter for Independent Contractor

View this form

Last Will and Testament for Single Person ...

View this form

Warranty Deed from Corporation to Two Indi...

View this form

Revocation of Living Trust

View this form

New Jersey Foundation Contractor Package

View this form

Unanimous Written Action of Board of Direc...

View this form

USLegal Pamphlet on Do Not Intubate - DNI

View this form

Trim Carpenter Contract for Contractor

View this form

Motion to Reconsider Judgment

View this form

Resume for Retail Sales Associate

View this form

Nevada Change of Registered Agent

View this form

How to fill out Texas Dissolution Package To Dissolve Corporation?

Get access to quality Texas Dissolution Package to Dissolve Corporation forms online with US Legal Forms. Prevent days of lost time seeking the internet and dropped money on files that aren’t updated. US Legal Forms offers you a solution to just that. Get over 85,000 state-specific authorized and tax templates that you could save and complete in clicks within the Forms library.

To receive the example, log in to your account and click on Download button. The file is going to be stored in two places: on your device and in the My Forms folder.

For people who don’t have a subscription yet, check out our how-guide listed below to make getting started simpler:

See if the Texas Dissolution Package to Dissolve Corporation you’re looking at is suitable for your state.
Look at the sample utilizing the Preview option and browse its description.
Visit the subscription page by clicking Buy Now.
Choose the subscription plan to keep on to register.
Pay by credit card or PayPal to complete creating an account.
Pick a preferred format to download the file (.pdf or .docx).

You can now open the Texas Dissolution Package to Dissolve Corporation example and fill it out online or print it and get it done by hand. Consider mailing the papers to your legal counsel to ensure things are completed correctly. If you make a mistake, print out and complete application again (once you’ve registered an account all documents you download is reusable). Create your US Legal Forms account now and access far more templates.

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.

Trusted and secure by over 3 million people of the world’s leading companies

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

Description

Definition and meaning

How to complete the form

Legal use and context

Key components of the form

State-specific requirements

Common mistakes to avoid when using this form

What documents you may need alongside this one

Related forms

Viewed forms

How to fill out Texas Dissolution Package To Dissolve Corporation?

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?

Trusted and secure by over 3 million people of the world’s leading companies