Can one member dissolve an LLC?

Methods to Dissolve Your California LLC Method 1: You can voluntarily dissolve your LLC. This requires a majority vote from all members or a certain percentage of votes as required per your operating agreement.File a Certificate of Dissolution and a Certificate of Cancellation with the California Secretary of State.

How do you dissolve an LLC legally?

Just as you filed paperwork with the state to form your LLC, you must file articles of dissolution or a similar document to dissolve the LLC. These papers are filed with the same state agency that handed your original LLC formationusually the secretary of state.

How do you dissolve an LLC in Texas?

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.

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

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.

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Texas Dissolution Package to Dissolve Limited Liability Company LLC

Texas Dissolution Package to Dissolve Limited Liability Company LLC

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

Category:

Limited Liability Company - Dissolution

State:

Texas

Control #:

TX-DP-LLC-0001

Format:

Instant download

Overview of this form

The Texas Dissolution Package to Dissolve Limited Liability Company (LLC) is a comprehensive set of legal documents designed to formally dissolve an LLC in Texas. This package includes all necessary forms, detailed instructions, and additional documents to guide owners through the dissolution process. Unlike other forms, this package focuses solely on the voluntary dissolution of an LLC, ensuring compliance with Texas laws during this process.

Main sections of this form

Resolution of Members consenting to dissolution
Resolution of Initial Managers consenting to dissolution
Notice to Creditors regarding the intent to dissolve
Articles of Dissolution form
Transmittal letter for submission to the Secretary of State

Texas Limited Liability Company LLC Formation Package

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Texas Dissolution Package to Dissolve Corporation

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Resolution of Meeting of LLC Members to Dissolve the Company

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Certificate of Formation for Limited Liability Company LLC

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USLegal Pamphlet on Dissolving an LLC

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When to use this document

This form package should be used when the members or managers of a Texas LLC decide to wind up and dissolve the company. Scenarios can include the company reaching the end of its specified duration, the occurrence of events in the articles of organization calling for dissolution, or when a majority of the members agree to dissolve the company. It is essential to ensure that all business affairs are settled before filing for dissolution.

Who this form is for

This dissolution package is intended for:

Members or managers of a Texas limited liability company.
Individuals looking to officially dissolve their LLC while ensuring compliance with state laws.
Business owners who want to properly wind down their business operations.

Completing this form step by step

Determine if a resolution is needed by reviewing the capital contributions to the LLC.
Complete the Resolution of Members or Resolution of Initial Managers to formally agree on dissolution.
Notify all known creditors of your intention to dissolve through the Notice to Creditors.
Fill out the Articles of Dissolution form accurately and follow the included instructions.
Submit the completed forms along with any required tax certificates to the Secretary of State.

Notarization guidance

This form does not typically require notarization unless specified by local law. However, it's always advisable to check with legal counsel to ensure compliance with any specific requirements for your LLC's dissolution.

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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.

Mistakes to watch out for

Failing to notify all creditors before dissolving, which may lead to legal disputes.
Not completing the winding-up process properly before filing the Articles of Dissolution.
Missing the deadline for filing documents, which can result in additional taxes or penalties.

Benefits of completing this form online

Convenience of downloading the forms at any time from the comfort of your home or office.
Editability allows you to customize documents easily without the need for physical paperwork.
Access to step-by-step instructions ensures you can complete the process accurately and efficiently.

Legal use & context

Compliance with Texas state law is essential for the validity of the dissolution process.
Failure to follow the required steps may result in prolonged business obligations or tax liabilities.
The form serves as official documentation that the LLC has been dissolved, which is essential for legal and tax purposes.

Summary of main points

The Texas Dissolution Package provides essential forms for the formal dissolution of an LLC.
Proper notification of creditors and completion of required steps are crucial for a smooth dissolution process.
Using this form online streamlines the dissolution process and ensures compliance with Texas law.

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FAQ

The Texas Dissolution Package to Dissolve Limited Liability Company LLC provides all the forms and instructions needed to properly dissolve a Texas LLC. It includes resolutions, a creditor notice, the Articles of Dissolution, and a transmittal letter to submit the dissolution documents, making it ideal for voluntary wind‑up after members decide to cease operations.

This package guides the closing process by providing the required templates: Resolution of Members Consent to Dissolution, Resolution of Initial Managers or Members, Notice to Creditors, Articles of Dissolution, and a Transmittal Letter to submit the dissolution documents to the Texas Secretary of State. Use these to obtain approvals, notify creditors, and file the dissolution.

The package includes the essential documents to dissolve: Resolution of Members Consent to Dissolution, Resolution of Initial Managers or Members, Notice to Creditors, Articles of Dissolution, and a Transmittal Letter. Together they secure internal approvals, notify creditors, and provide the submission package to the Texas Secretary of State.

The package provides the documents and guidance to dissolve, including filing the Articles of Dissolution and submitting the dissolution package with a Transmittal Letter. Online filing options depend on the Texas Secretary of State's current methods, so verify the SOS's available filing channels before proceeding.

Dissolving an LLC in Texas is the formal process of winding up and ending the business's existence, typically by filing Articles of Dissolution and related documents included in this package. Termination is a broader term that may describe ending operations; this package focuses on the dissolution and wind‑up steps.

This package bundles all required dissolution documents and instructions in one download: Resolution of Members Consent to Dissolution, Resolution of Initial Managers or Members, Notice to Creditors, Articles of Dissolution, and a Transmittal Letter. A standalone Articles of Dissolution file would not provide the internal consent forms or creditor notice templates.

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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.