Fill and Sign the Texas Dissolve Form

CORPORATE DISSOLUTION / TERMINATION PACKET STATE OF TEXAS Electronic Version STATUTORY REFERENCE TEXAS BUSINESS ORGANIZATIONS CODE – Title 1: General Provisions Chapter 11: Winding Up and Termination of Domestic Entity http://www.statutes.legis.state.tx.us/Index.aspx DISCLAIMER If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc., Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm IMPORTANT When you file the Certificate of Termination, you must also file a certificate from the Comptroller of Public Accounts certifying that all taxes have been paid and that the corporation is in good standing for the purposes of dissolution / termination. Be sure to follow the instructions on the form related to this matter, or the termination of your corporation will be delayed. STEPS AND GUIDELINES TO DISSOLVE A TEXAS CORPORATION Step 1: You must wind up the business affairs of the corporation PRIOR to filing the Certificate of Termination. SEE FORMS A, B, C & 1 1. Have the Board adopt a resolution recommending the termination of the corporation to the shareholders SEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders can sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS Step 2: SEE FORM 2 – CERTIFICATE OF TERMINATION Mail the original and one copy of the CERTIFICATE OF TERMINATION, the filing fee (checks should be made payable to the Secretary of State), and the Comptroller's Certificate to: Secretary of State Statutory Filings Division Corporations Section Mailing Address P.O. Box 13697 Austin, Texas 78711-3697 (512) 463-5555 (800) 735-2989 FAX: (512) 463-5709. A cover letter to send with CERTIFICATE OF TERMINATION is included in this packet. SEE FORM 3 - TRANSMITTAL LETTER FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, a Texas corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, a Texas corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Texas corporation, hereby consent to the termination of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 NOTICE OF DISSOLUTION / TERMINATION NOTICE OF DISSOLUTION / TERMINATION Notice is given that ___________________________________________ (name of corporation), a Texas corporation with its office at _______________________________________________ ______________________________________________________________ (address of office), intends to file a Certificate of Termination with the Secretary of State in accordance with the laws of the State of Texas. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 2 CERTIFICATE OF TERMINATION By Incorporators or Directors Download the form by clicking the link below, or copying the link into the address window of your web browser. Adobe Acrobat Version http://www.uslegalforms.com/dissolution/TX/TX-Diss.pdf Microsoft Word Version http://www.uslegalforms.com/dissolution/TX/TX-Diss.doc Download your preferred version of the form, fill it out, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 3 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State Statutory Filings Division Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 Re: Certificate of Termination Dear Sir or Madam: Enclosed please find an original and one copy of Certificate of Termination. Also enclosed you will find the Comptroller's Certificate. Please file and provide a filed copy to me. You may contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________