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Dissolution of a Texas Business

Posted by Chris Peterson | Sep 14, 2012 | 0 Comments

Dissolution of a Texas Business

Just as partnerships, LLCs, S-Corps, and corporations are formed when starting a business, these entities must be properly dissolved if the business entity reaches a point where it can no longer remain in operation. You should seek the assistance of a Bryan, Texas business attorney to provide you with the necessary documents and procedural guidance to properly and legally dissolve your business entity in accordance with Texas corporate laws.

Each business entity requires its own set of rules for a proper dissolution. Below is a brief overview of the proper dissolution steps for the various kinds of business entities.


There are three steps that must be followed in order to cease a partnership: 1) dissolve the partnership; 2) wind up the partnership; and 3) terminate the partnership. However, note that upon the dissolution of the partnership, the partnership may still remain in existence for the purposes of settling its obligations.


There are three ways to dissolve an LLC: (1) the operating agreement contains specific provisions for a dissolution which are carried out; (2) there has been a successful vote by a specific percentage of its members to dissolve the LLC as specified in the operative agreement; or (3) a judicial order calls for the dissolution of the LLC.

A dissolved LLC will still remain in existence until all of its obligations have been satisfied.

Corporation and S-Corp

A corporation or S-Corp may be dissolved in one of three ways: (1) It may be dissolved through voluntary proceedings validated by the voting power of at least 50% of the shareholders, (2) involuntary proceedings initiated by a complaint filed in a Texas state court call for the dissolution, or (3) proceedings initiated by the state in the event that the corporation or S-Corp failed to pays its taxes call for the dissolution.

Contact Us

For more information about legally dissolving your business entity, please contact Bryan, Texas business attorneys at the Peterson Law Group at (979) 703-7014 or through our online contact form.

About the Author

Chris Peterson

Chris Peterson is the owner of Peterson Law Group. He practices primarily in the areas of wills, trusts and estate planning; probate and trust administration; elder law; and business law. Chris is also the owner of Brazos 1031 Exchange Company.


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