San Antonio Texas Dissolution Package to Dissolve Corporation

Q: How do I close my Texas sales and use tax account?

You can notify the Comptroller&#039;s office that you are closing your account by entering the information on the Close Business Location webpage and selecting ?Close all outlets for this taxpayer number.?

Category:

Corporations - Dissolution

State:

Texas

City:

San Antonio

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.

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How to fill out Texas Dissolution Package To Dissolve Corporation?

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In exchange for getting back their investment (in full or part), the shareholders return their shares to the company, which are then canceled. If a company returns any money to its shareholders while still having a debt outstanding, the creditor can sue, and the shareholders may have to return the received amounts.

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.

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.

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).

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.

You can notify the Comptroller's office that you are closing your account by entering the information on the Close Business Location webpage and selecting ?Close all outlets for this taxpayer number.?

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.

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.

It will take 4-6 weeks for the CPA to process your request. Once you receive your certificate of account status, you will need to attach it to your certificate of termination.

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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.

San Antonio Texas Dissolution Package to Dissolve Corporation

Description

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How to fill out Texas Dissolution Package To Dissolve Corporation?

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FAQ

What happens to money when you dissolve a corporation?

How do you wind down a corporation?

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

What are the methods of dissolving a corporation?

How do you close down an LLC in Texas?

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

How do I close my Texas sales and use tax account?

What are the two types of dissolution of a corporation?

How do I dissolve a corporation with the IRS?

How long does it take to dissolve an LLC in Texas?

Interesting Questions

What is the San Antonio Texas Dissolution Package?

Why would I need to dissolve my corporation?

How do I obtain the San Antonio Texas Dissolution Package?

What documents are included in the Dissolution Package?

Do I need to pay any fees when filing the Dissolution Package?

Can I dissolve my corporation on my own, or do I need legal assistance?

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

San Antonio Texas Dissolution Package to Dissolve Corporation

Description

Related forms

How to fill out Texas Dissolution Package To Dissolve Corporation?

Form popularity

FAQ

What happens to money when you dissolve a corporation?

How do you wind down a corporation?

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

What are the methods of dissolving a corporation?

How do you close down an LLC in Texas?

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

How do I close my Texas sales and use tax account?

What are the two types of dissolution of a corporation?

How do I dissolve a corporation with the IRS?

How long does it take to dissolve an LLC in Texas?