2005 Texas Code - Business Corporation Act ARTICLE 7.01. INVOLUNTARY DISSOLUTION

Business Corporation Act

Part 6. 






Art. 6.01. Voluntary Dissolution by Incorporators or Directors                

A. A corporation which has not commenced business and which has not 
issued any shares, may be voluntarily dissolved by its 
incorporators or its directors at any time in the following manner:

(1) Articles of dissolution shall be signed by a majority of the 
incorporators or directors and shall set forth:

(a) The name of the corporation.                                              

(b) The date of issuance of its certificate of incorporation.                 

(c) That none of its shares has been issued.                                  

(d) That the corporation has not commenced business.                          

(e) That the amount, if any, actually paid on subscriptions for its 
shares, less any part thereof disbursed for necessary expenses, has 
been returned to those entitled thereto.

(f) That no debts of the corporation remain unpaid.                           

(g) That a majority of the incorporators or directors elect that the 
corporation be dissolved.

(2) The original and a copy of the articles of dissolution shall be 
delivered to the Secretary of State, along with a certificate from 
the Comptroller of Public Accounts that all franchise taxes have 
been paid.  If the Secretary of State finds that the articles of 
dissolution conform to law, he shall, when the appropriate filing 
fee is paid as required by law:

(a) Endorse on the original and the copy the word "Filed," and the 
month, day, and year of the filing thereof.

(b) File the original in his office.                                          

(c) Issue a certificate of dissolution, to which he shall affix the 
copy.   

(3) The certificate of dissolution, together with the copy of the 
articles of dissolution affixed thereto by the Secretary of State, 
shall be delivered to the incorporators, the directors, or their 
representatives.  Upon the issuance of such certificate of 
dissolution by the Secretary of State, the existence of the 
corporation shall cease.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1967, 60th Leg., p. 1724, ch. 657, Sec. 14, eff. June 17, 1967;  
Acts 1973, 63rd Leg., p. 1509, ch. 545, Sec. 38, eff. Aug. 27, 1973;  
Acts 1975, 64th Leg., p. 319, Sec. 18, eff. Sept. 1, 1975;  Acts 
1979, 66th Leg., p. 229, ch. 120, Sec. 38, eff. May 9, 1979;  Acts 
1981, 67th Leg., p. 842, ch. 297, Sec. 23, eff. Aug. 31, 1981;  Acts 
1987, 70th Leg., ch. 93, Sec. 29, eff. Aug. 31, 1987.






Art. 6.02. Voluntary Dissolution by Consent of Shareholders                   

A. A corporation may be voluntarily dissolved by the written 
consent of all of its shareholders.

B. Upon the execution of such written consent and after compliance 
with other provisions of this Act, the corporation shall file 
articles of dissolution as provided in this Act.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1967, 60th Leg., p. 1724, ch. 657, Sec. 14, eff. June 17, 1967.






Art. 6.03. Voluntary Dissolution by Act of Corporation                        

A. A corporation may be dissolved by the act of the corporation when 
authorized in the following manner:

(1) The board of directors shall adopt a resolution recommending 
that the corporation be dissolved, and directing that the question 
of such dissolution be submitted to a vote at a meeting of 
shareholders, which may be either an annual or a special meeting.

(2) Written or printed notice shall be given to each shareholder of 
record entitled to vote at such meeting within the time and in the 
manner provided in this Act for the giving of notice of meetings of 
shareholders, and, whether the meeting be an annual or special 
meeting, shall state that the purpose, or one of the purposes, of 
such meeting is to consider the advisability of dissolving the 
corporation.

(3) At such meeting a vote of shareholders entitled to vote thereat 
shall be taken on a resolution to dissolve the corporation.  Such 
resolution shall be adopted on receiving the affirmative vote of 
the holders of at least two-thirds of the outstanding shares of the 
corporation entitled to vote thereon unless any class or series of 
shares is entitled to vote as a class thereon, in which event the 
resolution shall require for its adoption the affirmative vote of 
the holders of at least two-thirds of the outstanding shares within 
each class or series of shares entitled to vote as a class thereon 
and at least two-thirds of the outstanding shares otherwise 
entitled to vote thereon.  Shares entitled to vote as a class shall 
be entitled to vote only as a class unless otherwise entitled to 
vote on each matter generally as provided in the articles of 
incorporation.

B. Upon the adoption of such resolution and after compliance with 
other provisions of this Act, the corporation shall file articles 
of dissolution as provided in this Act.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1967, 60th Leg., p. 1725, ch. 657, Sec. 14, eff. June 17, 1967;  
Acts 1991, 72nd Leg., ch. 901, Sec. 34, eff. Aug. 26, 1991;  Acts 
1997, 75th Leg., ch. 375, Sec. 33, eff. Sept. 1, 1997.






Art. 6.04. Procedure Before Filing Articles of Dissolution                    

A. Before filing articles of dissolution:                                     

(1) The corporation shall cease to carry on its business, except 
insofar as may be necessary for the winding up thereof.

(2) The corporation shall cause written notice by registered or 
certified mail of its intention to dissolve to be mailed to each 
known claimant against the corporation.

(3) The directors of the corporation shall manage the process of 
winding up the business or affairs of the corporation.  The 
corporation shall proceed to collect its assets, dispose of such of 
its properties as are not to be distributed in kind to its 
shareholders, pay, satisfy, or discharge all its debts, 
liabilities, and obligations, or make adequate provision for 
payment, satisfaction, or discharge thereof, and do all other acts 
required to liquidate its business and affairs, except that if the 
properties and assets of the corporation are not sufficient to pay, 
satisfy, or discharge all the corporation's debts, liabilities, and 
obligations, the corporation shall apply its properties and assets 
so far as they will go to the just and equitable payment, 
satisfaction, or discharge of its debts, liabilities, and 
obligations or shall make adequate provision for such application.  
After paying, satisfying, or discharging all its debts, 
liabilities, and obligations, or making adequate provision for 
payment, satisfaction, or discharge thereof, the corporation shall 
then distribute the remainder of its properties and assets, either 
in cash or in kind, to its shareholders according to their 
respective rights and interests.

(4) The corporation, at any time during the liquidation of its 
business and affairs, may make application to any district court of 
this State in the county in which the registered office of the 
corporation is situated to have the liquidation continued under the 
supervision of such court as provided in this Act.

Acts 1967, 60th Leg., p. 1725, ch. 657, Sec. 14, eff. June 17, 1967.  
Amended by Acts 1987, 70th Leg., ch. 355, Sec. 1, eff. June 11, 
1987;  Acts 1991, 72nd Leg., ch. 901, Sec. 35, eff. Aug. 26, 1991.

Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 33, eff. Sept. 
1, 2003.






Art. 6.05. Revocation of Voluntary Dissolution Proceedings                    

A. At any time prior to the issuance of a certificate of dissolution 
by the Secretary of State, or within 120 days thereafter, a 
corporation may revoke voluntary dissolution proceedings:

(1) By the written consent of all of its shareholders.                        

(2) By the act of the corporation in the following manner:                    

(a) The board of directors shall adopt a resolution recommending 
that the question of such revocation be submitted to a vote at a 
special meeting of shareholders.

(b) Written or printed notice, stating that the purpose or one of 
the purposes of such meeting is to consider the advisability of 
revoking the voluntary dissolution proceedings, shall be given to 
each shareholder of record entitled to vote at such meeting within 
the time and in the manner provided in this Act for the giving of 
notice of special meetings of shareholders.

(c) At such meeting a vote of the shareholders entitled to vote 
thereat shall be taken on a resolution to revoke the voluntary 
dissolution proceedings. Such resolution shall be adopted upon 
receiving the affirmative vote of the holders of at least 
two-thirds of the outstanding shares of the corporation entitled to 
vote thereon unless any class or series of shares is entitled to 
vote as a class thereon, in which event the resolution shall require 
for its adoption the affirmative vote of the holders of at least 
two-thirds of the outstanding shares within each class or series of 
shares entitled to vote as a class thereon and at least two-thirds 
of the outstanding shares otherwise entitled to vote thereon.  
Shares entitled to vote as a class shall be entitled to vote only as 
a class unless otherwise entitled to vote on each matter generally 
as provided in the articles of incorporation.

B. After revocation of voluntary dissolution is authorized as 
provided in Section A of this Article, the corporation shall, if a 
certificate of dissolution of the corporation has been issued by 
the Secretary of State, deliver to the Secretary of State for filing 
within 120 days after such issuance the original and a copy of 
articles of revocation of dissolution executed on behalf of the 
corporation by an officer, that set forth:

(1) the name of the corporation;                                              

(2) the date that the revocation of dissolution was authorized and, 
if the dissolution has become effective, the effective date of the 
dissolution that was revoked;  and

(3) if the corporation elected to revoke voluntary dissolution 
proceedings by the written consent of all of its shareholders, a 
copy of the consent, together with a statement that the consent was 
signed by all shareholders of the corporation or was signed in their 
names by their attorneys thereunto duly authorized;  or

(4) if the corporation elected to revoke voluntary dissolution 
proceedings by act of the corporation:

(a) a statement that a resolution revoking the voluntary 
dissolution was adopted by the shareholders of the corporation and 
of the date of the adoption thereof;

(b) the number of shares outstanding and entitled to vote on the 
resolution, and, if the shares of any class or series were entitled 
to vote as a class, the designation and number of outstanding shares 
of each such class or series;  and

(c) the number of shares entitled to vote on the resolution 
generally that voted for and against such resolution, respectively, 
and if the shares of any class or series were entitled to vote as a 
class, the number of shares of each such class or series voted for 
and against such resolution, respectively.

C. If the Secretary of State finds that the articles of revocation 
of dissolution conform to law, the Secretary shall, when the 
appropriate filing fee is paid as required by law:

(1) Endorse on the original and the copy the word "Filed" and the 
month, day, and year of the filing thereof;

(2) File the original in his office;                                          

(3) Issue a certificate of revocation of dissolution to which he 
shall affix the copy;  and

(4) Deliver to the corporation or its representative the 
certificate of revocation of dissolution, together with the affixed 
copy.

Notwithstanding the foregoing provisions of this Section C, if the 
corporation's name is the same as or deceptively similar to a 
corporate name already on file or reserved or registered pursuant 
to this Act, the Secretary of State shall not issue to the 
corporation a certificate of revocation of dissolution unless the 
corporation contemporaneously amends its articles of incorporation 
to change its name.

D. If a corporation revokes voluntary dissolution proceedings prior 
to the issuance by the Secretary of State of a certificate of 
dissolution of the corporation, the corporation may again carry on 
its business as though voluntary dissolution proceedings had not 
occurred.  If a corporation revokes voluntary dissolution 
proceedings after the issuance by the Secretary of State of a 
certificate of dissolution of the corporation, then upon the 
issuance by the Secretary of State of a certificate of revocation of 
dissolution, the revocation shall be effective, the existence of 
the corporation shall be deemed to have continued without 
interruption after the issuance by the Secretary of State of the 
certificate of dissolution, the corporation may carry on its 
business as though voluntary dissolution proceedings had not 
occurred, and the existence of the corporation shall continue until 
the corporation is subsequently dissolved or otherwise ceases to 
exist pursuant to the provisions of this Act.

Acts 1967, 60th Leg., p. 1726, ch. 657, Sec. 14, eff. June 17, 1967.  
Amended by Acts 1991, 72nd Leg., ch. 901, Sec. 36, eff. Aug. 26, 
1991;  Acts 1997, 75th Leg., ch. 375, Sec. 34, eff. Sept;  1, 1997.






Art. 6.06. Articles of Dissolution                                            

A. If voluntary dissolution proceedings have been taken and have 
not been revoked, then when all debts, liabilities, and obligations 
of the corporation have been paid, satisfied, or discharged or 
adequate provision has been made for payment, satisfaction, or 
discharge thereof or, if the properties and assets of the 
corporation are not sufficient to pay, satisfy, or discharge all 
the corporation's debts, liabilities, and obligations, then when 
all properties and assets of the corporation have been applied so 
far as they will go to the just and equitable payment of the 
corporation's debts, liabilities, and obligations or when adequate 
provision has been made for such application, and the remainder of 
its properties and assets have been distributed to its shareholders 
according to their respective rights and interests, articles of 
dissolution shall be executed on behalf of the corporation by an 
officer, which shall set forth:

(1) The name of the corporation.                                              

(2) The names and respective addresses of its officers.                       

(3) The names and respective addresses of its directors.                      

(4) That all debts, liabilities, and obligations of the corporation 
have been paid, satisfied, or discharged or that adequate provision 
has been made for payment, satisfaction, or discharge thereof or, 
if the properties and assets of the corporation were not sufficient 
to pay, satisfy, or discharge all the corporation's debts, 
liabilities, and obligations, that all properties and assets of the 
corporation have been applied so far as they would go to the just 
and equitable payment of those debts, liabilities, and obligations 
or that adequate provision has been made for such application.

(5) That the remainder of the properties and assets of the 
corporation have been distributed to its shareholders according to 
their respective rights and interests or that no properties or 
assets of the corporation remained for distribution to shareholders 
after applying the properties and assets of the corporation so far 
as they would go to the just and equitable payment of the debts, 
liabilities, and obligations of the corporation or making adequate 
provision for such application.

(6) If the corporation elected to dissolve by the written consent of 
all of its shareholders, a statement that a consent approving a 
dissolution of the corporation was signed by all shareholders of 
the corporation or was signed in their names by their attorneys 
thereunto duly authorized.

(7) If the corporation elected to dissolve by act of the 
corporation:       

(a) A statement that a resolution approving a dissolution of the 
corporation was adopted by the shareholders of the corporation and 
of the date of adoption.

(b) The number of shares outstanding and entitled to vote on the 
resolution, and, if the shares of any class or series were entitled 
to vote as a class, the designation and number of outstanding shares 
of each such class or series.

(c) The number of shares entitled to vote on the resolution 
generally that voted for and against such resolution, respectively, 
and if the shares of any class or series were entitled to vote as a 
class, the number of shares of each such class or series voted for 
and against such resolution, respectively.

Acts 1967, 60th Leg., p. 1727, ch. 657, Sec. 14, eff. June 17, 1967.  
Amended by Acts 1979, 66th Leg., p. 229, ch. 120, Sec. 39, eff. May 
9, 1979;  Acts 1985, 69th Leg., ch. 128, Sec. 20, eff. May 20, 1985;  
Acts 1991, 72nd Leg., ch. 901, Sec. 37, eff. Aug. 26, 1991;  Acts 
1997, 75th Leg., ch. 375, Sec. 35, eff. Sept. 1, 1997.






Art. 6.07. Filing Articles of Dissolution                                     

A. The original and a copy of such articles of dissolution shall be 
delivered to the Secretary of State, along with a certificate from 
the Comptroller of Public Accounts that all taxes administered by 
the Comptroller under Title 2, Tax Code, have been paid.  If the 
Secretary of State finds that such articles of dissolution conform 
to law, he shall, when the appropriate filing fee is paid as 
required by law:

(1) Endorse on the original and the copy the word "Filed," and the 
month, day, and year of the filing thereof.

(2) File the original in his office.                                          

(3) Issue a certificate of dissolution to which he shall affix the 
copy.    

B. The certificate of dissolution, together with the copy of the 
articles of dissolution affixed thereto by the Secretary of State, 
shall be delivered to the representative of the dissolved 
corporation.  Upon the issuance of such certificate of dissolution, 
the existence of the corporation shall cease, except as otherwise 
provided in Article 6.05 or Article 7.12 of this Act.

Acts 1967, 60th Leg., p. 1727, ch. 657, Sec. 14, eff. June 17, 1967.  
Amended by Acts 1979, 66th Leg., p. 230, ch. 120, Sec. 40, eff. May 
9, 1979;  Acts 1981, 67th Leg., p. 843, ch. 297, Sec. 24, eff. Aug. 
31, 1981;  Acts 1991, 72nd Leg., ch. 715, Sec. 1, eff. Sept. 1, 1991;  
Acts 1991, 72nd Leg., ch. 901, Sec. 38, eff. Aug. 26, 1991.






Art. 6.08. Fraudulent Termination                                             

A. Notwithstanding any other provision of this Act, a court may 
order the revocation of dissolution of a corporation that was 
dissolved as a result of actual or constructive fraud.  In an action 
under this Article, any limitation period provided by law is tolled 
in accordance with the discovery rule.

B. The Secretary of State shall take any action necessary to 
implement an order under this Article.

Added by Acts 2003, 78th Leg., ch. 238, Sec. 34, eff. Sept. 1, 2003.