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Texas Dissolution Package to Dissolve Limited Liability Company LLC

Harris Texas Dissolution Package to Dissolve Limited Liability Company LLC

Category:

Limited Liability Company - Dissolution

State:

Texas

County:

Harris

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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How to fill out Texas Dissolution Package To Dissolve Limited Liability Company LLC?

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FAQ

Yes, you can close your LLC yourself, but it requires careful attention to the necessary steps. To do this properly, you must follow the specified procedures in your state, which may include notifying creditors, settling any debts, and filing specific forms. Using the Harris Texas Dissolution Package to Dissolve Limited Liability Company LLC can simplify this process significantly. This package provides you with all the required documentation and guidance to ensure a smooth dissolution.

Dissolving an LLC can lead to potential tax consequences, and you may face challenges with existing contracts. You will also lose the limited liability protection that shields your personal assets from business debts. Additionally, there may be ongoing obligations to fulfill before officially completing the dissolution, which can complicate the process. The Harris Texas Dissolution Package to Dissolve Limited Liability Company LLC can help simplify these tasks.

Activating a dissolved LLC involves submitting a reinstatement application along with any outstanding fees to the state. The process can be made easier with the Harris Texas Dissolution Package to Dissolve Limited Liability Company LLC, which guides you through the necessary steps. Consider reviewing your business activities to ensure compliance with any rules before reactivation. Once everything is in order, you can successfully operate your LLC again.

To dissolve your LLC in Texas, you must file a Certificate of Termination with the Secretary of State and clear any taxes and obligations. Using the Harris Texas Dissolution Package to Dissolve Limited Liability Company LLC simplifies this process, ensuring you complete all required steps efficiently. After filing, make sure to notify all members and stakeholders. This keeps everyone informed and ensures a smooth transition.

An inactive LLC may face administrative dissolution by the state if it fails to meet filing requirements. To prevent this from happening, ensure you stay updated on necessary filings. If you do need to dissolve it, consider the Harris Texas Dissolution Package to Dissolve Limited Liability Company LLC for an easy, straightforward solution. Staying on top of these obligations helps you avoid penalties or legal issues.

If you form an LLC but do not use it, you still hold legal obligations, such as annual filings and fees. Over time, the state may dissolve the LLC for inactivity. To avoid this, you can use the Harris Texas Dissolution Package to Dissolve Limited Liability Company LLC to properly close your LLC if you no longer need it. This helps protect your valuable assets and keeps you compliant with regulations.

When your LLC is dissolved, you should first settle any outstanding debts and obligations. After clearing these up, you can take advantage of the Harris Texas Dissolution Package to Dissolve Limited Liability Company LLC, which helps in completing any required legal processes efficiently. Additionally, consider notifying any relevant stakeholders, such as clients and employees, about the dissolution. This ensures clarity and maintains good relationships.

To dissolve an LLC in Texas, you will need to complete the Certificate of Termination, which is a key form in the Harris Texas Dissolution Package to Dissolve Limited Liability Company LLC. Additionally, ensure that you have any required documents that prove you have addressed debts and obligations. Filing the correct paperwork with the Texas Secretary of State is crucial for a successful dissolution.

Although often used interchangeably, dissolution and termination have nuanced differences. Dissolution is the legal process of ending the existence of a company, whereas termination can imply the end of operations without formal dissolution paperwork. To avoid confusion and potential liabilities, it’s best to follow the proper channels through the Harris Texas Dissolution Package to Dissolve Limited Liability Company LLC.

A dissolved LLC has undergone the legal process to officially end its existence, while a terminated LLC may refer to a company that has ceased operations but hasn't completed the formal dissolution. This distinction is important for legal and financial reasons, as dissolution provides liability protection and ensures compliance with state regulations. For a comprehensive understanding, explore the Harris Texas Dissolution Package to Dissolve Limited Liability Company 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.