INSTRUCTIONS FOR FILING ARTICLES OF DISSOLUTION

FOR A PROFESSIONAL ASSOCIATION

(Form 604)

·         Commentary: A professional association formed 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 provisions of the Texas Professional Association Act (TPAA, article 1528f Texas Revised Civil Statutes). A professional association governed by the TPAA terminates its existence by filing articles of dissolution with the Secretary of State in accordance with section 18 of the TPAA.

·         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.

·         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 professional association 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.

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 or toll-free (800) 252-1381.  You also may contact [email protected].

·         Execution: An authorized officer of the association must sign the statement. A person commits an offense under section 26 of the Texas Professional Association 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. In addition, the Texas Business Corporation Act, which is made applicable to professional associations, 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.

·         To file a dissolution using SOSDirect:

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.

a.       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.

b.      The search results will be returned showing the names of the entities that match or are very similar to your search parameter.

c.       Select the entity for which you need to file the dissolution by clicking on the radio button in the column entitled "Mark."

d.      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.

e.       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.

·         Address Screen: Enter the address for the association on this screen. After entry of the information, click on Continue.

·         Board of Directors Screens: The name and address of each member of the board of directors or executive committee members of the association must be entered. A minimum of one director is required. To enter the information, click Add Member. Then enter the name and address on the following screen. When completed, click on Update. A grid will appear with the information that you entered. If you need to enter additional members, you do so by clicking Add Member. If you need to edit the information appearing in the grid, click on the edit button opposite the member for which information needs to be edited. When you have completed the entry of the required information, press Continue.

·         Officer Screens: The name and address of each officer of the association must be entered. A minimum of one officer is required. To enter the information, click Add Officer. Then enter the name, address, and officer title on the following screen. When completed, click on Update. A grid will appear with the information that you entered. If you need to enter additional officers, you do so by clicking Add Officer. If you need to edit the information in the grid, click on the edit button opposite the officer for which information needs to be edited. When you have completed the entry of the required information, press Continue.

·         Statement of Dissolution Screen: An association may either be dissolved in accordance with the specific provisions for dissolution in its articles of association or by a vote of two-thirds of its members. Please select the method by which the association adopted the dissolution by selecting statement A or B on this screen. After making your selection, press Continue.

·         Attachment Screen — Certificate of Account Status: Articles of dissolution filed on behalf of a professional association 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.

·         Execution Screen: An authorized officer of the entity for which the dissolution is submitted must sign articles of dissolution.  If the association does not have any living officers, the articles of dissolution should be signed by the legal representative of the last surviving officer of the association 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.

If a delayed effective date is selected, please ensure that the tax certificate attached is valid through the delayed effective date.

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” on the records of the secretary of state and the entity name will be shown in an inactive status.

·         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. Please note that secretary of state personnel cannot edit a submitted electronic document. 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.