What is the difference between dissolving and terminating an LLC?

While often used interchangeably, dissolving an LLC refers to the formal cessation of its legal existence, while terminating may imply the end of operations without necessarily completing the formal dissolution process. It's crucial to understand this distinction to avoid potential legal repercussions. For assistance, consider exploring a Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC, which clarifies the steps involved.

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Texas Dissolution Package to Dissolve Limited Liability Company LLC

Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC

Category:

Limited Liability Company - Dissolution

State:

Texas

County:

Dallas

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.

Texas Limited Liability Company LLC Formation Package

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Single Member Limited Liability Company LLC Company Agreement

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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 involves several steps. You must follow the dissolution process, which includes filing the appropriate paperwork and notifying creditors. While it is possible to manage this alone, using a Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC simplifies the process and helps ensure that nothing is overlooked. This package can guide you through every detail, making your closure efficient and compliant.

To dissolve your LLC in Texas, begin by holding a meeting with your members to discuss the dissolution process. You will need to file a Certificate of Termination with the Texas Secretary of State, along with any required fees. It is essential to settle any outstanding debts and distribute remaining assets among the members. Utilizing a Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC can streamline this process, ensuring all steps are completed correctly.

Dissolving your Texas LLC requires you to follow specific steps to ensure compliance with state laws. Start by holding a meeting to agree on dissolution among members, then file a Certificate of Termination with the Texas Secretary of State. Using the Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC from USLegalForms can make this process easier, as it provides a comprehensive guide and all necessary paperwork. This package ensures you meet legal requirements while facilitating a smooth closure for your business.

To activate a dissolved LLC in Texas, you must file the appropriate forms with the Secretary of State. This process often requires submitting a Certificate of Reinstatement alongside any overdue fees or taxes. Consider using the Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC from USLegalForms, which simplifies this process with detailed instructions and all necessary documents included. By taking these steps, you can successfully reactivate your LLC and resume business operations.

Dissolving a company is not the same as simply closing its doors. Closing usually means halting operations, while dissolution is the legal process that terminates a company’s existence. It is vital to formalize the dissolution to protect yourself from future liabilities. A Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC provides the necessary resources to complete this legal process confidently.

When you dissolve your LLC, it officially ends your business's legal existence. This means the entity can no longer conduct business or incur debts. However, you remain responsible for settling any obligations or liabilities your LLC had before dissolution. To make this transition easier, a Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC can help you navigate these responsibilities effectively.

While often used interchangeably, dissolving an LLC refers to the formal cessation of its legal existence, while terminating may imply the end of operations without necessarily completing the formal dissolution process. It's crucial to understand this distinction to avoid potential legal repercussions. For assistance, consider exploring a Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC, which clarifies the steps involved.

To dissolve your LLC in Texas, you must file a Certificate of Termination with the Texas Secretary of State. This involves completing specific forms and addressing any outstanding taxes or liabilities your LLC may have. Using a Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC can help ensure you fulfill all requirements and complete the process smoothly.

A dissolved LLC has officially ended its legal existence with the state, while a terminated LLC may still exist legally but has ceased its business operations. Dissolution follows strict legal procedures, which means you must file required documents to formally dissolve your company. If you are unsure about the dissolution process, look into a Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC—it simplifies this essential step for you.

Dissolution and termination are not the same when it comes to your LLC. Dissolution is the process of officially ending the existence of your limited liability company with the state. In contrast, termination is often used to describe the operational winding down of business activities. For a comprehensive understanding, consider a Dallas Texas Dissolution Package to Dissolve Limited Liability Company LLC to guide you through this process.

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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.