INSTRUCTIONS FOR FILING ARTICLES OF DISSOLUTION FOR A NONPROFIT CORPORATION
(Form 603)

 

 

  • Commentary: A nonprofit corporation formed that was before January 1, 2006, and that has not filed an early election to adopt the Texas Business Organizations Code continues to be governed by the Texas Non-Profit Corporation Act. A nonprofit corporation governed by the Texas Non-Profit Corporation Act terminates its existence by filing articles of dissolution with the Secretary of State in accordance with article 1396-6.05 of the 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 article 1396-9.03A of the Texas Non-Profit 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.

  • Fee: The statutory fee of $5 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.
  1. Logon and select the Business Organizations tab.
  2. 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 .
  3. If you do not know the file number, click on Find Entity.
    1. 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.
    2. The search results will be returned showing the names of the entities that match or are very similar to your search parameter.
    3. Select the entity for which you need to file the dissolution by clicking on the radio button in the column entitled "Mark."
    4. 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.
    5. When the appropriate entity is marked, click on Initiate Change Filing.
  4. 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.
  • Dissolution Statement Screen: A nonprofit corporation that has members with voting rights may be dissolved by act of the corporation when the directors of the corporation adopt a resolution to dissolve and the resolution to dissolve is adopted at a meeting of members at which a quorum is present (Statement A) or when the resolution is adopted by the written consent in writing of all of its members (Statement B). A nonprofit corporation that has no members or no members with voting rights, may be dissolved upon the adoption of a resolution to dissolve by a vote of a majority of the directors in office (Statement C).

    If either statement A or statement C is selected, then you must provide the date of the meeting at which the resolution was adopted in the space provided.

    After making the appropriate selection and entry, press Continue.

  • Statement of Debts Screen : Read the statements and then check the applicable statement regarding the payment, satisfaction or discharge of the debts, liabilities, and obligations of the corporation upon dissolution. After making the appropriate selection, press Continue.

  • Statement of Remaining Assets: Read the statements and then check the applicable statement regarding the distribution of assets upon dissolution. After making the appropriate selection, press Continue.

  • Statement of Litigation Screen: Read the statements and then check the applicable statement regarding the status of any pending suits. After making the appropriate selection, press Continue.

  • ExecutionScreen. An authorized officer of the corporation must sign the articles of dissolution. A person who has authority to sign on behalf of the entity must enter his/her name in the signature box on this screen. Typing your name in the execution field satisfies the signature requirements.

  • 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.

  • 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 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.