As a lawyer, I can advise you on the steps required to dissolve a Texas LLC. According to the Texas Business Organizations Code, the following steps must be taken to dissolve an LLC:
- Authorization to Dissolve: First, the LLC must obtain a vote of its members to authorize the dissolution. The vote must be by a majority or supermajority of the members, as specified in the LLC's governing documents.
- Certificate of Termination: Once the members have authorized the dissolution, the LLC must file a Certificate of Termination with the Texas Secretary of State. The Certificate of Termination must be signed by a manager, if the LLC is member-managed, or by a majority of the members, if the LLC is manager-managed.
- Franchise Tax: The LLC must pay all outstanding franchise taxes and file a final franchise tax return with the Texas Comptroller of Public Accounts.
- Winding Up: After the Certificate of Termination is filed, the LLC must wind up its affairs. This includes paying off all debts and liabilities, distributing assets to members, and canceling any remaining contracts or leases.
- Notices: The LLC must also provide written notice of its dissolution to its known creditors and claimants. The notice must include the deadline for submitting claims against the LLC.
It is important to note that the process for dissolving an LLC may vary depending on the LLC's governing documents, the size of the LLC, and the complexity of its assets and liabilities. Additionally, if the LLC has any outstanding legal claims or pending litigation, it may need to obtain court approval before dissolving.
I recommend consulting with an attorney experienced in business law to ensure that you follow all necessary legal procedures for dissolving your Texas LLC.
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