Are you wondering how to close a corporation in Texas? The process can seem complex, but it doesn’t have to be. In this article, we’ll provide a step-by-step guide on how to dissolve a corporation in Texas, including filing the necessary paperwork and the requirements for tax clearance. Keep reading to learn more.
How to Close a Corporation in Texas?
The steps to dissolve a Texas corporation begins with either unanimous shareholder consent or the board of directors adopting a resolution to dissolve. The first method is commonly called “consent” and requires all shareholders to sign a document indicating their approval of the dissolution. This is common for corporations with one shareholder. To dissolve a corporation in Texas, you need to file a Certificate of Termination with the Texas Secretary of State. The Certificate of Termination must include the following information:
- Name of the entity
- File number
- Date of dissolution
- Name and address of the registered agent
- Signature of the registered agent
To dissolve your Texas corporation, you also file Form 651 Certificate of Termination of Domestic Entity and accompany that with a tax clearance certificate from the Texas Comptroller of Public Accounts. You must also pay the termination filing fee.
While a corporation may be required to wind up involuntarily by a court decree, or may be involuntarily terminated by the Secretary of State for failure to file franchise tax returns or reports, most corporations are dissolved voluntarily. To satisfy all requirements to terminate, withdraw or merge your entity, first submit these items to the Comptroller’s office:
- Annual Franchise Tax Report
- Tax Clearance Certificate
- Tax Payment
Once the Comptroller’s office has received the above items, you may file the Certificate of Termination with the Secretary of State. The Secretary of State will then issue a Certificate of Termination to confirm the dissolution.
Dissolving a corporation in Texas can be a complex process, but with the right guidance, it doesn’t have to be. If you need help navigating the process, or have any other questions about selling a business, Atlantabusinesses.com is a great resource. They provide answers to all your questions about selling a business and about business brokers.
What is the expense of closing a corporation in Texas?
In Texas, a $40 fee must be paid in order to cancel or terminate a corporation or LLC.
What paperwork do I need to complete in order to dissolve a corporation in Texas?
To end the Texas registration, you must send in Form 05-305, Certificate of Account Status to Terminate Texas Registration which is only valid until the last day of the year it was issued.
What is the expense of establishing a corporation in Texas?
To form a Texas corporation, you must file a Certificate of formation with a fee of $300. To make a correction to the certificate, there is a fee of $15. If you need to make an amendment, the fee for a Certificate of amendment is $150.
What is the process for leaving a company?
4
File a Certificate of Dissolution, Surrender, or Cancellation with the California Secretary of State.
1
Ensure all past due tax returns have been filed and all taxes, including any penalties, fees, or interest, have been paid.
2
Submit the most recent year’s tax return.
3
No longer conduct business in California after the last fiscal year.
4
Submit a Certificate of Dissolution, Surrender, or Cancellation to the California Secretary of State.
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