Houston Texas Dissolution Package to Dissolve Corporation

Name: Houston Texas Dissolution Package to Dissolve Corporation
Brand: US Legal Forms
Rating: 4.62 (405 reviews)

Category:

Corporations - Dissolution

State:

Texas

City:

Houston

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.

The Houston Texas Dissolution Package is a comprehensive set of legal documents and services specifically designed for the dissolution of a corporation in Houston, Texas. This package includes all the necessary paperwork and guidance required to effectively terminate and close down a corporation, ensuring compliance with relevant state laws and regulations. The dissolution process involves the formal and legal termination of a corporation's existence, including the cessation of business activities, the settlement of liabilities, and the distribution of remaining assets to shareholders. This package provides the necessary tools to efficiently navigate through this complex process and protect the interests of the corporation and its owners. The Houston Texas Dissolution Package typically includes a variety of essential legal documents tailored to meet the specific requirements of dissolving a corporation in Houston, Texas. These documents often include: 1. Certificate of Dissolution: This document formally notifies state authorities of the corporation's intention to dissolve and provides details about the company and its shareholders. 2. Articles of Dissolution: A legal document that outlines the reasons for dissolving the corporation and confirms that all required formalities have been completed. 3. Notice to Creditors: A formal notice that informs the corporation's creditors of its intention to dissolve, providing a designated time period for creditors to submit any outstanding claims. 4. Tax Forms: Various tax-related forms required by the Texas Comptroller of Public Accounts and the Internal Revenue Service (IRS) to report the termination of the corporation's operations and address any tax liabilities. 5. Resolution of Dissolution: A board resolution that formally approves the dissolution of the corporation, demonstrating the decision-making processes and authority behind the dissolution. 6. Shareholder Agreements: Customized agreements that outline the process for distributing remaining assets to shareholders and settling any outstanding debts or obligations. 7. Waiver of Notice: A legal document signed by the corporation's owners, waiving any notification requirements for meetings, resolutions, or actions related to the dissolution process. Additionally, depending on the specific circumstances of the corporation, the Houston Texas Dissolution Package may offer supplementary services such as legal consultations, assistance with the preparation and filing of required documents, and guidance throughout the dissolution process to ensure compliance and mitigate potential legal risks. Overall, the Houston Texas Dissolution Package provides a comprehensive solution for corporations seeking to terminate their operations and formally dissolve in Houston, Texas. The package streamlines the dissolution process, helps protect the interests of shareholders, and ensures compliance with all necessary legal requirements.

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FAQ

You must file Form 966, Corporate Dissolution or Liquidation, if you adopt a resolution or plan to dissolve the corporation or liquidate any of its stock. You must also file your corporation's final income tax return.

The first step in dissolving a corporation usually involves having your board of directors and shareholders vote to approve the dissolution. Under most state rules, you start by holding a meeting of the board of directors to vote on a resolution to approve the dissolution of the corporation.

These terms are often used interchangeably, but have distinct legal meanings. Dissolution is the winding up of the affairs of the entity in advance of the termination of the entity. Termination of the entity occurs when the entity ceases to legally exist.

The entity must: Take the necessary internal steps to wind up its affairs.Submit two signed copies of the certificate of termination.Unless the entity is a nonprofit corporation, attach a Certificate of Account Status for Dissolution/Termination issued by the Texas Comptroller.Pay the appropriate filing fee.

How to dissolve a business in 7 steps Step 1: Get approval of the owners of the corporation or LLC.Step 2: File the Certificate of Dissolution with the state.Step 3: File federal, state, and local tax forms.Step 4: Wind up affairs.Step 5: Notify creditors your business is closing.Step 6: Settle creditors' claims.

6 Steps to Dissolve a Corporation #1 ? Seek Approval from the Board of Directors and Shareholders. First, hold a meeting with the board of directors.#2 ? File Articles of Dissolution.#3 ? Finalize Taxes.#4 ? Notify Creditors.#5 ? Liquidate and Distribute Assets.#6 ? Wrap Up Operations.

From beginning to end, it usually takes between six and 24 months to fully liquidate a company. Of course, it does depend on your company's position and the form of liquidation you're undertaking.

Dissolution of a Corporation is the termination of a corporation, either a) voluntarily by resolution, paying debts, distributing assets, and filing dissolution documents with the Secretary of State; or b) by state suspension for not paying corporate taxes or some other action of the government.

Modes of dissolution A corporation may be dissolved voluntarily or involuntarily. Voluntary dissolution could be done by (1) shortening the corporate term, (2) filing a request for dissolution (where no creditors are affected), and (3) filing a petition for dissolution (where creditors are affected).

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How can I terminate a corporation if the sole owner is deceased? To dissolve a Texas LLC, you must file a Certificate of Termination with the Secretary of State.Let our experienced team review and e-file your dissolution paperwork with the appropriate state agencies. It's quick, simple, and painless. What do you, as a business owner, do when you want to close up shop? To use one of these fillable forms, simply complete on-screen, print and mail to our office together with the proper filing fee. LLC formation in Texas is a multistep process. As entrepreneurs quickly discover, the legwork involves completing forms with the Texas Secretary of State. Texas Ethics Commission. In 1916, Litchfield found land in the Phoenix area suitable for growing long-staple cotton, which was needed to reinforce its rubber in tires.

After many years of operation, Litchfield filed for a Certificate of Assumed Name (CNO) with the state. This form was filed in the office of the Attorney General (AG) rather than the Secretary of State. Litchfield was allowed to continue operation as a sole proprietorship (or LLC) because the AG's office is the one whose address is on the Certificate of Assigned Name. Litchfield continued to operate as a sole proprietorship but had to file an annual Report of Operations and Earnings (ROE) for the previous year. To ensure that the new parent corporation properly lists the name of the original LLC, Litchfield had to pay Texas fees to the Texas Ethics Commission (TEMP×. These fees are imposed by an administrative rule but are set to help ensure that the businesses that qualify for a certificate of assumed business name and operate in Texas comply with the state's laws. The TEMP is funded by the AG, but can be denied or reduced by the AG's administrative rules.

Disclaimer
The materials in this section are taken from public sources. We disclaim all representations or any warranties, express or implied, as to the accuracy, authenticity, reliability, accessibility, adequacy, or completeness of any data in this paragraph. Nevertheless, we make every effort to cite public sources deemed reliable and trustworthy.

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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.

Houston Texas Dissolution Package to Dissolve Corporation

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How do I dissolve a corporation with the IRS?

What is the first step that must be taken in the dissolution of a corporation?

What is the difference between dissolution and termination?

How do I file a dissolution of a corporation in Texas?

What is the process of dissolving a corporation?

What is involved in dissolving a corporation?

How do you take down a corporation?

How long it takes to dissolve a company?

What are the two types of dissolution of a corporation?

What are the methods of dissolving a corporation?

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

Houston Texas Dissolution Package to Dissolve Corporation

Description

Related forms

Viewed forms

How to fill out Houston Texas Dissolution Package To Dissolve Corporation?

Form popularity

FAQ

How do I dissolve a corporation with the IRS?

What is the first step that must be taken in the dissolution of a corporation?

What is the difference between dissolution and termination?

How do I file a dissolution of a corporation in Texas?

What is the process of dissolving a corporation?

What is involved in dissolving a corporation?

How do you take down a corporation?

How long it takes to dissolve a company?

What are the two types of dissolution of a corporation?

What are the methods of dissolving a corporation?