What is required for a corporate dissolution?

In Texas, a corporate dissolution is the process of terminating a corporation’s legal existence. This process requires a few steps beginning with filing a Certificate of Termination with the Texas Secretary of State. The corporation filing the Certificate of Termination must provide information such as the name of the corporation, date of dissolution, registered agent name and address, and a description of the reason for dissolution. In addition, if there are creditors owed, notice of dissolution must be sent to each creditor. All debts and liabilities must be paid prior to filing. The corporation is also required to file a final tax return with the Internal Revenue Service (IRS) and for any other taxes due. The corporate accounts must be closed out and the assets must be distributed to shareholders if the corporation is to be dissolved. The last step is the filing of a Final Report which summarizes the dissolution process and includes information about the assets distributed to shareholders. This document must be filed within 90 days of the dissolution with the Secretary of State. After all the steps have been completed, the corporation is officially dissolved and ceases to exist.

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