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What is the procedure for dissolving a business in Texas?

Asked 4 months ago
Dissolving a business in Texas involves several steps to ensure that the process is handled properly and legally. The Texas Secretary of State outlines specific procedures depending on the type of business entity, such as a corporation, limited liability company, or partnership. First, it is essential for the business owners or partners to hold a meeting and vote on the dissolution. This decision should be documented in the meeting minutes. After the decision to dissolve the business is made, the next step is to wind up the company's affairs. This includes paying off any debts, settling liabilities, and distributing remaining assets to the members or shareholders. It is advisable to notify creditors of the impending dissolution and to deal with any claims that may arise. Once the financial matters are settled, the business entity must file the appropriate documents with the Texas Secretary of State. For corporations, this typically involves submitting a Certificate of Termination, while for limited liability companies, the proper form is the Certificate of Termination of a Domestic Limited Liability Company. These forms can often be found on the Texas Secretary of State's website, along with detailed instructions for completing them. Another important point is to ensure that all state and local taxes are paid. The Texas Comptroller's Office might need to provide a letter of clearance, confirming that the business has no outstanding tax obligations. Finally, it is essential to keep a record of all documentation related to the dissolution for future reference. While the Texas Secretary of State does not recommend direct communication for inquiries of this nature, individuals seeking assistance should consider checking their current web page for detailed guidance and necessary forms. By following these steps, business owners can navigate the dissolution process in Texas with greater confidence.
Answered Jul 22nd 2025

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