Do you want to know how to dissolve a corporation in Texas? It’s important to dissolve your corporation properly if you no longer want to run it. If you are a board member, shareholder, director, or corporate officer, you must know the process of dissolving a corporation in Texas.In this guide, we will walk you through the fundamental process of dissolving a corporation in Texas. We will also share some tips to make the dissolution process easier for you.
How to Dissolve a Corporation in Texas?The process for dissolving a corporation in Texas as a state registered business entity is similar to the process for closing a corporation in other states. The first thing is to file a dissolution notice. The next thing is to notify the IRS that the corporation has been dissolved and to cancel any overdue tax obligations. You also need to distribute assets of the corporation to its shareholders. Now, let’s go through the steps of dissolving a corporation in Texas in detail:
Dissolve a Corporation in Texas: Step By Step
1. Wind Up the Operations of Your Corporation in TexasTo dissolve a corporation in Texas State, a resolution of dissolution must be approved by the company’s shareholders or members. This resolution can be offered by shareholders or a member’s majority vote, and they must file it with the Texas Secretary of State.
2. Notify the Outstanding Creditors and Pay Off the DebtsTo dissolve the corporation in Texas, it must notify the creditors through a public notice about its dissolution. In order to settle the company’s obligations, selling corporate property may be necessary. However, the members or shareholders of the corporation are personally liable for its debts if they continue to carry on business after the company is dissolved.
The Dissolution Certificate: What You Need to Know.An official certificate of dissolution must be filed with the Texas Secretary of State in order to dissolve the corporation in the Texas State. The dissolution document must include the corporation’s name, the date of incorporation, the corporate address, the directors’ names and addresses, the registered agent’s name and address, and the reason for dissolution.
3. File a Dissolution CertificateThe corporation needs to file a form 651 Certificate of Termination of Domestic Entity with the Texas State Secretary. The dissolution Certificate should be signed by shareholders or corporate members. This Certificate can also be filed online. The filing fee for a dissolution Certificate in Texas is $40 for any corporation. However, the Certificate of Dissolution follows the Tax Clearance Certificate as well. The corporation can acquire this Certificate from the Public Accounts Controller in Texas. The tax clearance letter demonstrates all the information about a corporation’s paid business taxes.
4. Time to Dissolve a Corporation in TexasDissolving a corporation in Texas can take less or more time, from weeks to months. Although after filing a certificate of dissolution, the corporation has 120 days to settle any debts and distribute any remaining assets to shareholders. However, the paperwork can take more time. And to receive the Certificate of Termination of Domestic Corporation may take up to six weeks or more.
5. Completing Corporate ActionsTo dissolve the corporation in Texas refers to completing the below-mentioned final actions:
- The first thing is to notify the IRS that the corporation is dissolved. The corporation can do this by filing Form 966 of Corporate Dissolution or Liquidation.
- File a corporation final tax return by filing Form 1120, Corporation Income Tax Return.
- Notify the Texas comptroller that the corporation is dissolved. To do this, you need to get a certificate of account status by filing Form 05-359, Texas Franchise Tax Report.
- To pay off the franchise tax, you must complete and submit the Report of No Tax Due.
- The corporation must cancel any licenses or permits by contacting the Texas agency that issued the license or permit.
- Close any corporate bank accounts that the corporation has.
- Distribute any corporate assets to the shareholders by following the corporation’s articles of incorporation provisions.