Business Dissolution in Texas: Closing Your Company Legally and Responsibly

The Process of Dissolving a Business in Texas

Assuming you do not need litigation or your litigation has already resolved, "winding down" is the process of business dissolution in Texas and an important step in concluding the affairs of a business. Dissolution is a legal process that terminates the existence of a business entity. It is a formal and necessary process that involves several steps to ensure that the business's obligations are met, and its assets are distributed appropriately. Dissolution protects the owners from future liabilities and ensures that the company's affairs are wrapped up legally and responsibly. In Texas, the business dissolution process typically involves the following steps:

1. Board Resolution: The process starts with the company's governing body, such as the board of directors or the members in an LLC, passing a resolution to dissolve the business. This step may involve a vote, and the process will be governed by the company's bylaws or operating agreement. The resolution should document the reason for dissolution, the date of dissolution, and any additional relevant information.
2. Filing with the Secretary of State: Once the resolution is passed, the company must file a certificate of termination with the Texas Secretary of State. The certificate must include the name of the company, the date of incorporation, the reason for dissolution, and a statement indicating that all debts and liabilities have been taken care of or adequately provided for. There is a filing fee associated with this step.
3. Notifying Creditors: After filing with the Secretary of State, the company must notify its creditors of the dissolution. This step is essential to ensure that the company addresses any outstanding debts or obligations. Creditors should be given a deadline to submit their claims, and the notice should provide instructions on how to do so. Any unresolved claims could expose the owners to personal liability.
4. Winding Up: The company must "wind up" its affairs, which includes settling outstanding debts, liquidating assets, and distributing any remaining assets to the owners according to their ownership interests. This step ensures that the company's obligations are met, and its assets are distributed appropriately.
5. Tax Clearance: The company must file final tax returns with the Texas Comptroller of Public Accounts and obtain a tax clearance certificate. This certificate indicates that the company has no outstanding tax liabilities.
6. Final Reports: The company may need to file final reports with various state and local agencies, including the Texas Workforce Commission and local taxing authorities. These reports ensure that the company has met all of its reporting and regulatory obligations.
7. Record Retention: After dissolution, the company's records should be retained for a certain period, typically seven years, in case of any future legal or tax inquiries.

It is important to note that the specific steps and requirements for business dissolution in Texas may vary depending on the type of business entity (e.g., corporation, LLC, partnership) and the company's specific circumstances. It is advisable to consult with our business attorneys to ensure that the dissolution process is handled correctly and in compliance with Texas law.  Please contact Wilson Whitaker Rynell today to schedule a consultation.

The Need for Litigation in Business Divorces

Unfortunately, being in business with one or more persons can make business dissolutions complicated and contentious. Often, partners or members cannot reach an amicable settlement on how to wind-down the business, and that's where litigation becomes necessary. While Texas the law provides several mechanisms to address these disputes (discussed below), we typically find the following problems most often results in business dissolutions:

• Valuation Disputes: One of the primary challenges in a business divorce is agreeing on the value of the business or its assets. This becomes even more complex if there are intangible assets, like intellectual property or goodwill. It is common for each party to have a different perception of the value, leading to disputes.
• Unequal Contributions: In many business partnerships, one partner may have contributed more in terms of financial capital, while another might have brought in valuable connections or expertise. These unequal contributions can become a bone of contention when deciding how to divide assets or debts.
• Role Ambiguity: Lack of clear roles and responsibilities can be a significant issue. When business partners have overlapping roles or undefined responsibilities, it can lead to friction and, ultimately, the need for a business divorce.
• Emotional Attachment: Business divorces can be emotionally charged, especially if the partners have been working together for a long time. Personal grievances and hurt feelings can often get in the way of rational decision-making.
• Non-compete Agreements: Many businesses have non-compete agreements in place, which can complicate a business divorce. These agreements may limit where and how the departing partner can work, adding another layer of complexity to the separation.
• Ongoing Liabilities: A business may have ongoing liabilities, such as loans, that need to be addressed during a business divorce. Partners may disagree on how to handle these liabilities, leading to further disputes.

Moreover, litigation may be required if a business owner is alleged to have violated fiduciary duties, committed fraud, or engaged in other misconduct. The courts can provide remedies for aggrieved parties, such as ordering the return of misappropriated funds or enforcing non-compete agreements. Litigation also becomes necessary when there are third-party claims against the business, such as those made by creditors, which need to be resolved before the company can be dissolved. The need for litigation in business dissolution also arises in cases where there are regulatory or compliance issues that need to be addressed. The courts can oversee the process to ensure that all legal and regulatory requirements are met, protecting business owners from potential future liabilities. Overall, litigation provides a structured and impartial forum for resolving disputes and ensuring that the dissolution process is conducted according to the law. In Texas, the law provides several mechanisms to address these disputes.

• Statutory Buyout: Under Texas law, when there is a deadlock among the directors or those in control of the company, a court may order a buyout of the departing partner's shares at fair market value. This can be a valuable tool for resolving disputes regarding valuation and division of assets.
• Injunctive Relief: If one partner is acting in a manner that harms the business, the court may grant injunctive relief. This can prevent the partner from taking certain actions, protecting the business and other partners.
• Judicial Dissolution: In extreme cases, the court may order the dissolution of the business. This is generally a last resort, used when the partners cannot agree on any other solution.
• Expert Valuation: The court may appoint an independent expert to value the business, resolving disputes regarding valuation.
• Alternative Dispute Resolution: Texas courts encourage the use of alternative dispute resolution methods like mediation and arbitration, which can be less adversarial and more cost-effective than litigation.

Experienced Dallas Attorneys for Business Dissolution

Navigating the complexities of business dissolution in Texas requires expert guidance. From resolving ownership disputes to ensuring compliance with state regulations, there's a lot to manage. That's where our Dallas business dissolution attorneys come in. Specializing in business dissolution litigation, the lawyers at Wilson Whitaker Rynell bring a wealth of experience and legal acumen to the table. Whether it's settling disagreements over asset distribution or handling third-party claims, they'll ensure a fair, legally compliant resolution. Protect your interests and avoid future liabilities by partnering with our Dallas attorneys skilled in business dissolution litigation.