- Commentary: A for-profit or professional corporation that was formed before January 1, 2006, and that has not elected to adopt the Texas Business Organizations Code continues to be governed by the Texas Business Corporation Act until January 1, 2010. A corporation governed by the Texas Business Corporation Act terminates its existence by filing articles of dissolution with the Secretary of State in accordance with article 6.06 of the Act. The corporation may be dissolved by consent of all shareholders or by act of the corporation when the directors adopt a resolution to dissolve and the dissolution is approved by affirmative vote of two-thirds of the shareholders.
If the corporation has not issued shares or commenced business, the corporation should file articles of dissolution under article 6.01 of the Act. Selection of Statement A from the Manner of Dissolution Screen will enable the web form for articles of dissolution filed pursuant to article 6.01 of the Texas Business Corporation Act.
- Web Form: The web form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form for any particular purpose. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the articles of dissolution.
- Execution: An authorized officer of the corporation must sign the articles of dissolution. A person commits an offense under the Texas Business Corporation Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor. The Texas Business Corporation Act further provides that the offense is a state jail felony if the person's intent is to defraud or harm another.
- Fee: The statutory fee of $40 must be submitted. Payments for web filings may be made by credit card or client accounts. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7% of the total fees.
Client accounts must be funded a day in advance of the submission of a filing. It is recommended that you use credit card as a payment method unless you have funds in the client account prior to the date of submission of the filing.
- Certificate of Account Status: Please note that additional documentation is required in order to complete this filing. Attach certificate #05-305 from the Comptroller of Public Accounts indicating that all taxes under Title 2 of the Tax Code have been paid and that the corporation is in good standing for the purpose of dissolution. A certificate of account status obtained from the Comptroller’s web site or a printout of the Comptroller’s web page does not satisfy the statutory filing requirements and cannot be used to file the articles of dissolution. The appropriate tax certificate must be obtained directly from the Comptroller of Public Accounts. Attachments must be in TIF, TXT, or PDF file format to be accepted.
Requests for certificates or questions on tax status should be directed to the Tax Assistance Section, Comptroller of Public Accounts, Austin, Texas 78774-0100; (512) 463-4600; toll-free (800) 252-1381; (TDD) (800) 248-4099. You also may contact [email protected].
- To file a dissolution using SOSDirect:
- Logon and select the Business Organizations Tab.
- In the Change Documents frame below Web Filings, input the filing number, if you know it, for the entity for which you need to file articles of dissolution and click on File Document.
- If you do not know the file number, click on Find Entity.
- On the Find Entity Name Search screen, input the name of the entity for which you need to file articles of dissolution and click on Search.
- The search results will be returned showing the names of the entities that match or are very similar to your search parameter.
- Select the entity for which you need to file the dissolution by clicking on the radio button in the column entitled "Mark."
- If the entity for which you searched does not appear in the search results and you wish to conduct another search, click on New Search.
- When the appropriate entity is marked, click on Initiate Change Filing.
- After initiating the change filing, the next screen will include a drop down menu of the different types of change filings that may be filed on SOSDirect. Select "Articles of Dissolution" and click Continue.
- Manner of Dissolution Screen: Please select the statement applicable to the corporation. If the corporation has not commenced business or issued shares, the articles of dissolution will be submitted under article 6.01 of the Texas Business Corporation Act. In this event, you would check statement A on this screen.
If the corporation has issued shares and commenced business, the articles of dissolution will be submitted under article 6.06 of the Act. In this event, you would check statement B on this screen.
When you have made the appropriate selection from this screen, press Continue.
- Officer Screen: Business corporations should have a President and a Secretary; however, one individual may hold both offices. Click on "Add Officer" to initiate the entry of officer name, address, and officer title information. After entering the information, click on "Update" to return to the Officer Screen to continue. You may edit or delete the officer information displayed in the grid by clicking on the appropriate button.
- Director Screen: A minimum of one director is required. Click on "Add Director" to initiate the entry of director name and address information. After entering the information, click on "Update" to return to the Director Screen to continue. You may edit or delete the director information displayed in the grid by clicking on the appropriate button.
If the corporation is a close corporation managed by the shareholders, then the names and addresses of the managing shareholders should be listed.
- Dissolution Statement Screen: On this screen, you should indicate whether the dissolution was adopted by written consent of the shareholders or by a vote of the shareholders by checking the applicable statement.
Statement A: If the dissolution was adopted by a written consent of all of the shareholders of the corporation, then select statement A and click on "Continue." The next entry screen will be the Statement of Debts Screen.
Statement B: If the dissolution was adopted by a vote of the shareholders, then you must enter the date on which the shareholder vote was taken. The date of adoption should be entered in the following format: 10/12/2005 (mm/dd/yyyy). Click on Continue to proceed to the entry screen requesting information on the shareholder vote.
Shareholder Vote Screen: Please note that this screen will only appear if the dissolution was adopted by a vote of the shareholders rather than by a written consent of all the shareholders. On this screen, you should enter the number of shares that were outstanding and entitled to vote on the dissolution in the fields provided. The number of shares voting for and against the dissolution must also be entered even if the number of shares voting against the dissolution was zero (0).
If there was more than one class of shares or more than one series of shares of a class, you should enter information regarding the vote of the shares of the class or series by clicking on the button entitled Add Additional Outstanding Shares.
- Statement of Debts Screen: Read the statements contained on the screen selection and then check the applicable statement regarding the payment, satisfaction or discharge of the debts, liabilities, and obligations of the corporation upon dissolution. After checking the appropriate statement, click on Continue to move to the next entry screen.
- Statement of Remaining Assets: Read the statements contained on the screen selection and then check the applicable statement regarding the distribution of assets upon dissolution. After checking the appropriate statement, click on Continue to move to the next entry screen.
- Required Attachment: Articles of dissolution for a corporation must be accompanied by a certificate of account status from the Comptroller of Public Accounts indicating that all taxes under Title 2 of the Tax Code have been paid and that the entity is in good standing for the purpose of dissolution. Please note that the Comptroller issues many different types of certificates of account status. Do not attach a certificate or printout obtained from the Comptroller’s web site as this does not meet statutory requirements. You need to attach form #05-305, which is obtained directly from a Comptroller of Public Accounts representative.
Use the browse button to locate the image of the certificate you have stored on your computer. Attachments must be in TIF, TXT, or PDF file format to be accepted.
- ExecutionScreen: An authorized officer of the corporation must sign the dissolution. Typing your name in the signature field will satisfy the signature requirement.
- Delayed Effective Date: The dissolution becomes effective when filed by the Secretary of State unless the entity specifies a delayed effective date on the Execution Screen. If a delayed effective date is desired, enter the delayed effective date in the box provided in the format specified. The date may not be more than ninety (90) days from the date you are submitting the document. Please note that on the filing of a document with a delayed effective date, the computer records of the secretary of state will be changed to show the filing of the document, the date of the filing, and the future date on which the document will be effective. In addition, at the time of such filing, the status of the entity will be shown as “voluntarily dissolved” and the name of the corporation will be given an inactive name status on the records of the secretary of state.
If a delayed effective date is selected, please ensure that the tax certificate attached is valid through the delayed effective date.
- Document Display Screen: After entry of the signature and delayed effective date, if any, click Continue. An image of the electronic instrument will appear for your review. This instrument will include all information entered on prior screens as well as any other statements required by law. Read the information carefully. Make sure that you selected the correct entity for the articles of dissolution and that the person signing has the capacity to sign the document.
- If you need to make changes in the document, click the Edit Filing button at the top of the screen. Do not use the back button of your web browser for this purpose. You will be returned to all entry screens as well as the execution screen to correct the desired information.
- When the document is correct in all respects, click the Submit Filing button at the top of the screen. If you wish to retain a copy of the displayed document image for your records, you may use the print function on your web browser.
- The filing may be cancelled at any time prior to submitting by clicking on Cancel Filing.
- After clicking on the Submit Filing button, you will receive a message confirming receipt of the filing that contains the session ID and the document tracking number of the document transmitted. You may wish to attach this receipt notice to your retained copy. Please note that this notice does not indicate that the filing has been approved by the secretary of state.
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