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. 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. 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. 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. 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. 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 the 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.ÂÂ
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. 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. 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. 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.