How to Dissolve a Corporation in Texas (How to legally Close a Texas Business)
TEXAS BUSINESS SERVICES CORPORATION Incorporate in Texas Texas Professional Corporation Texas Nonprofit Corporation TX Corporation Foreign Qualification Texas Corporation Annual Report Texas Corporation Dissolution LLC Form a LLC in Texas TX LLC Foreign Qualification Texas LLC Annual Report Texas LLC Dissolution OTHER TEXAS BUSINESS SERVICES Texas Good Standing Certificate Texas Apostille Texas DBA Name Texas Registered Agent TX Corporation Kit and Seal Texas Certified Copies TX Business Reinstatement TX Company Name Reservation TX Tax Status Compliance Certificate TX Attorney Good Standing Certificate Texas Property Deed TX Employer Requirements QUICK ENTRY FORMS Texas Incorporation Texas LLC TX Professional Corporation TX Nonprofit Corporation TX Foreign Corporation TX Foreign LLC TX LLC Dissolution TX Corporation Dissolution CORPORATE GLOSSARY   Administrative Dissolution Agent for Service of Process Apostille Apportionment Articles of Incorporation Articles of Organization Assumed Name At Will LLC Authorized Shares B Corporation Benefit Corporation Board of Directors Business Dissolution Business Entity Bylaws Certificate of Existence Certificate of Status Certified Copy Close Corporation Common Stock Conversion Corporate Bylaws Corporate Name Reservation Corporate Stock DBA Disregarded Entity Dividends ESOP Excise Tax Federal Tax ID Ficticious Name Foreign Qualification Franchise Tax General Partnership Good Standing Certificate Incorporator Involuntary Dissolution IRS Form 966 ITIN Limited Liability Company Limited Partnership Liquidation LLC LP Majority Shareholder Meetings Merger Nexus Non-Stock Corporation Nonprofit Corporation Obligated Member LLC Organizer Paid-in Capital Paid-in Surplus Par Value Personal Service Corporation Preferred Stock Privilege Tax Professional Corporation Professional Service Proxy Registered Agent Registered Office Reporting Requirements Revocation S Corporation Series LLC Service Mark Shareholder Sole Proprietor Stated Capital Statutory Agent Stock Certificate Term LLC Trade Name Trademark Trust Trustee Winding Up	What is Texas Corporation Dissolution? A Texas Corporation is created when the TX Secretary of State approves the Articles of Incorporation. A record of the Texas Corporation is added to the list of Corporations which have officially registered with the Texas Secretary of State.  Once a Corporation is registered with the Texas Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   more... less... A Texas Corporation is created when the TX Secretary of State approves the Articles of Incorporation. A record of the Texas Corporation is added to the list of Corporations which have officially registered with the Texas Secretary of State.  Once a Corporation is registered with the Texas Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   If you've registered a Texas Corporation with the Texas Secretary of State and want to cease business activities you have to let the TX Secretary of State know that you intend to close your company.  Only after the TX Secretary of State has made sure that all of the obligations of the Texas Corporation have been fulfilled will the Secretary of State approve of the closure of the company. When the Texas Secretary of State approves the closing of a TX Corporation, that Texas Corporation is said to be Dissolved.   The process of Dissolving a Texas Corporation is called Texas Corporation Dissolution. A Texas Corporation must have paid all tax obligations before the Texas Secretary of State will approve Dissolution of the Texas Corporation. A Good Standing Certificate from the Texas Comptroller must be attached to the Certificate of Termination of the TX Corporation. Why do I need to Dissolve a Texas Corporation? As soon as a Texas Corporation is registered with the TX Secretary of State, that Corporation is responsible for recurring obligations of the Texas Secretary of State and the Texas Comptroller of Public Accounts.  If the Texas Corporation does not file reports or pay taxes then that TX Corporation could be responsible for penalties which go up as time goes by. Unless you Dissolve your Texas Corporation with the Texas Secretary of State that TX Corporation will be responsible for all recurring fees and penalties. What do I have to do to Dissolve a Texas Corporation? Texas Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.   more... less... Texas Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process. There are things you need to do before you can request approval of Corporation Dissolution from the Texas Secretary of State; and things that you have to do after the TX Secretary of State has approved Dissolution of the Texas Corporation.  What you have to do both before and after the Texas Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the Texas Corporation has.  If the Texas Corporation has not commenced business then the TX Corporation Dissolution process is easier. What do I have to do before I Dissolve a Texas Corporation? Things you need to do before you Dissolve a Texas Corporation.   1. Hold a Directors meeting and record a resolution to Dissolve the Texas Corporation   2. Hold a Shareholder meeting to approve Dissolution of the Texas Corporation   3. File all required tax returns with the Texas Comptroller of Public Accounts   4. Clear up any business debt   5. Pay all taxes and administrative fees owed by the Texas Corporation more... less... 1. Hold a Board of Directors meeting and record a resolution to Dissolve the Texas Corporation If a Board of Directors has been appointed for the Texas Corporation then the Board is required to adopt a resolution to Dissolve the TX Corporation. Minutes of the meeting must be recorded and retained in the business records. If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Texas Corporation. We can transcribe and compile minutes or approvals into a form that is legally recognized by the Texas Secretary of State. 2. Hold a Shareholder meeting to approve Dissolution of the Texas Corporation If a Texas Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan. The approval actions should be documented and kept in the business records. If no shares have been issued then the Texas Corporation Dissolution process is easier. If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Texas Secretary of State. 3. File all required tax returns with the Texas Comptroller of Public Accounts The Texas Secretary of State will not approve the Dissolution of any TX Corporation until that Corporation has fulfilled all its tax obligations with the Texas Comptroller of Public Accounts. 4. Clear up any business debts All creditors of a Texas Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted. While the Texas Secretary of State does not legally require the publication of a Notice of Dissolution of a Texas Corporation, publication is a good way to notify anyone who might have a claim against the Texas Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the TX Corporation after the Texas Corporation has been dissolved. 5. Pay all taxes and administrative fees owed by the Texas Corporation The Texas Secretary of State will definitely not approve the Dissolution of a Texas Corporation until all outstanding taxes and applicable registration and administrative fees have been paid. less... What do I have to do after I Dissolve a Texas Corporation? Things you have to do after you Incorporate in Texas.   1. Distribute all remaining assets of the Texas Corporation   2. Close all business bank accounts of the Texas Corporation   3. Cancel all local business licenses and permits   4. File Form 966 with the IRS   5. Cancel the IRS account associated with the TX Corporation's Federal Tax ID (EIN) more... less... 1. Distribute all remaining assets of the Texas Corporation If the Texas Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the TX Corporation. All distributions to Corporate Shareholders must be reported to the IRS. 2. Close all business bank accounts of the Texas Corporation If there are any business accounts that have been opened for the Texas Corporation then those accounts must be closed. If Corporate business accounts are left open there may be liability and obligations of the Dissolved Texas Corporation which could lead to legal problems. 3. Cancel all local business licenses and permits of the TX Corporation If the Texas Corporation has obtained any state, regional, county or city business licenses or permits, each of those must be cancelled to avoid any reporting or fiscal obligations of the Texas Corporation. This includes business registration licenses as well as reseller permits. 4. File IRS Form 966 All Dissolved Texas Corporations must file IRS Form 966 with the US Internal Revenue Service. This filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the Texas Corporation has been legally Dissolved so that it may take the appropriate actions. We can prepare IRS Form 966 for you to file. 5. Cancel the IRS account associated with the TX Corporation's Federal Tax ID (EIN) A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Texas Corporation.  Once the IRS links an EIN to a Texas Corporation, that EIN stays with the Texas Corporation even after the Company has been Dissolved by the Texas Secretary of State. When the IRS processes the final tax return for the Texas Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future. If you should decide to revivie the Texas Corporation down the line the IRS will reactivate the old EIN for your new Business. Before a Texas Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Texas Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Texas Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe. We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN. How long does it take to Dissolve a Texas Corporation? The time it takes to Dissolve a Texas Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc. Once the initial actions are completed, the Texas Secretary of State usually takes around 3-5 business days to process the Certificate of Termination.    more... less... The time it takes to Dissolve a Texas Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc. The Texas Secretary of State requires a Tax Clearance Certificate from the TX Comptroller of Public Accounts before it will aprove the Dissolution of a Texas Corporation. The time it takes the TX Comptroller of Public Accounts to process a request for a Tax Clearance Certificate depends on the tax status of the Texas Corporation. In some cases it could take 5-6 weeks to get a Tax Clearance Certificate from the Texas Comptroller of Public Accounts. Once the initial actions are completed, the Texas Secretary of State usually takes around 3-5 business days to process the Certificate of Termination. Processing times for Texas Corporation Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of Texas Dissolution filings takes the state around 3-5 business days. PLEASE NOTE: WE CANNOT GUARANTEE TEXAS SECRETARY OF STATE OR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS PROCESSING TIMES. We are dependent on, and have no control over, the staff and systems of the Texas Secretary of State or Texas Comptroller of Public Accounts. In our experience 3-5 business days is the time it usually takes the Texas Secretary of State to process a Texas Dissolution filing. We get your Texas Corporation Dissolution filing to the TX Secretary of State ASAP. Once it is at the state we have no control over the Texas Dissolution approval process. How much does it cost to Dissolve a Corporation in Texas? The total cost to Dissolve a Texas Corporation varies depending on exactly what is required for each specific TX Dissolution. We charge $249.00 plus any state fees for our Texas Corporation Dissolution services. This includes: Same day processing Transcribe minutes of Board of Directors meeting which proposes Dissolution Transcribe minutes of Shareholders meeting at which Dissolution was approved Prepare and file Certificate of Termination with the Texas Secretary of State Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel Federal EIN account Certified copy of Dissolution filing from TX Secretary of State Priority Mail Delivery of all documents Unlimited Customer Support We also offer these Texas Corporation Dissolution services separately as explained on the right side of this web page. What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a TX Domestic Corporation? If there are Foreign Corporations in states other than Texas that are tied to the Domestic Texas Corporation then each of those Foreign Corporations must be Dissolved before the Texas Corporation is legally Dissolved. How long before someone can use my Corporation name in Texas after I Dissolve? A Texas Corporation company name becomes available for anyone to use when the Texas Corporation is Dissolved by the Texas Secretary of State. There are no Corporation company name protections in Texas once a Texas Corporation has been Dissolved by the Texas Secretary of State. Do I have to publish a Notice of Dissolution of the Texas Corporation? There are no state of Texas requirements for the publication of a Notice of Dissolution of a Texas Corporation. While the Texas Secretary of State does not legally require the publication of a Notice of Dissolution of a Texas Corporation, publication is a good way to notify anyone who might have a claim against the Texas Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the TX Corporation after the Texas Corporation has been dissolved.	TEXAS CORPORATION DISSOLUTION SERVICES For $249.00 our Texas Corporation Dissolution Services include: Same day processing explain We will start processing your application for a Texas Corporation Dissolution on the same day that you submit your order.  We get your TX Corporation Dissolution filing to the Texas Secretary of State as fast as possible.  Once they get the application, the TX Secretary of State usually takes 3-5 business days to process a Texas Corporation Dissolution filing. Transcribe minutes of Board of Directors meeting which proposes Dissolution Transcribe minutes of Shareholders meeting at which Dissolution was approved Prepare and file Certificate of Termination with the Texas Secretary of State Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel the Federal EIN account linked to the Texas Corporation Certified copy of Dissolution filing from TX Secretary of State Priority Mail Delivery of all documents Unlimited Customer Support A LA CARTE TEXAS DISSOLUTION SERVICES If you don't need our complete Texas Corporation Dissolution package we offer our Dissolution services separately check the box next to any option, price will be calculated automatically Transcribe Board meeting minutes - $75.00   explain If a Board of Directors has been appointed for the Texas Corporation then the Board is required to adopt a resolution to Dissolve the TX Corporation. Minutes of the meeting must be recorded and retained in the business records. We will transcribe the minutes of the Board meeting into a format that is legally acceptable in the state of Texas. We will also compile a formal resolution to Dissolve the Texas Corporation for your records. Transcribe Shareholder meeting minutes - $75.00   explain If a Texas Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan. The approval actions should be documented and kept in the business records. We will transcribe the minutes of the Shareholder meeting into a format that is legally acceptable in the state of Texas. Prepare and file Certificate of Termination - $75.00   explain As soon as the preliminary Texas Corporation Dissolution actions are completed we will prepare and file the Certificate of Termination with the Texas Secretary of State in the quickest way possible Prepare IRS Form 966 - $65.00   explain All Dissolved Texas Corporations must file IRS Form 966 with the US Internal Revenue Service. This filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the Texas Corporation has been legally Dissolved. We will prepare IRS Form 966 for you to file. Prepare EIN cancellation documents - $65.00   explain A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Texas Corporation.  Once the IRS links an EIN to a Texas Corporation, that EIN stays with the Texas Corporation even after the Company has been Dissolved by the Texas Secretary of State. When the IRS processes the final tax return for the Texas Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed by the IRS.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account - or with the IRS - in the future. We will prepare formal documents to get your Texas Corporation's EIN account closed as quickly as possible. Processing fees $249.00 Texas Dissolution fees $57.00 Optional services $0.00 Total cost $306.00 OUR ADVANTAGE We start processing your Texas Corporation Dissolution order as soon as it arrives. We get your documents to the Texas Secretary of State in the quickest possible way.  We guarantee our work.  If you're not satisfied with our Texas Dissolution services we will refund 100% of your processing fees. We've been helping Corporations legally Dissolve in Texas for over ten years.  Our A+ BBB rating speaks for itself! 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