Texas Business Corporation Act - Article 6.01. Voluntary Dissolution By Incorporators Or Directors
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Texas Laws > Business Corporation Act > Texas Business Corporation Act - Article 6.01. Voluntary Dissolution By Incorporators Or Directors
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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
(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.
Last modified: August 11, 2007