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.
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.
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] .
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.
If the corporation is a close corporation managed by the shareholders, then the names and addresses of the managing shareholders should be listed.
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.
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.
If a delayed effective date is selected, please ensure that the tax certificate attached is valid through the delayed effective date.