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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Texas Dissolution Package to Dissolve Limited Liability Company LLC
Texas Dissolve Llc Withdrawal
State:
Texas
Control #:
TX-DP-LLC-0001
Format:
Word;
Rich Text
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Description Dissolve Limited Liability Company
Free preview Limited Liability Company
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Limited Liability Company Tx Interesting Questions
The process to dissolve an LLC in Texas involves filing a Certificate of Termination with the Secretary of State, settling all outstanding debts and taxes, and obtaining written consent from the members or managers of the LLC.
Yes, you can voluntarily dissolve your LLC in Texas. It is a decision made by the owners/members of the LLC to dissolve the business.
Yes, you need to file a Certificate of Termination with the Texas Secretary of State to formalize the dissolution of your LLC.
To dissolve an LLC in Texas, you must ensure that all taxes and debts of the LLC are paid off, and the members or managers of the LLC should agree to the dissolution.
The cost of dissolving an LLC in Texas varies. The filing fee for a Certificate of Termination with the Texas Secretary of State is $40, but additional costs may be incurred depending on the complexity of your LLC and any outstanding obligations.
After LLC dissolution in Texas, you will still be responsible for handling any remaining debts and obligations of the LLC until they are fully settled. It's important to properly wind up the business affairs to avoid any potential personal liability.
No, you cannot dissolve your LLC without notifying creditors. It is important to inform all creditors and settle any outstanding debts before officially dissolving the LLC.
The time required to dissolve an LLC in Texas can vary. Once you file the Certificate of Termination, it usually takes around 7-10 business days for processing. However, the complete dissolution process may take longer depending on the specific circumstances of your LLC.
No, there is no specific timeframe for dissolving an LLC in Texas. It is up to the owners/members to decide when they want to dissolve the LLC, as long as all necessary requirements are fulfilled.
If you don't properly dissolve your LLC in Texas, you may still be liable for any ongoing obligations, taxes, or debts of the LLC, which can potentially lead to legal issues and personal liability.
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Law summary
Texas Dissolution Package to Dissolve Limited Liability Company LLC
LIMITED LIABILITY COMPANY DISSOLUTION
STATUTORY REFERENCE:
               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 limited 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.
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 amendment 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
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 or transferred as follows:
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 that 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.
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.
Legal definition
Texas Dissolution Package to Dissolve Limited Liability Company LLC
LIMITED LIABILITY COMPANY DISSOLUTION
STATUTORY REFERENCE:
               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 limited 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.
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 amendment 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
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 or transferred as follows:
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 that 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.
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.
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