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.

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