Texas Business Dissolution Attorneys
Ending a business partnership or closing operations is rarely simple. Whether the decision is mutual or contested, the dissolution of a business involves emotional, legal, and financial challenges. At Mahendru, P.C., our Texas business dissolution attorneys can help you wind down your business with confidence.
Are you exploring the dissolution of business operations? Our team has the knowledge and resources to guide you through this challenging process.
How to Dissolve Your Business in Texas
You can’t just lock the doors and turn off the lights. To perform a formal business dissolution, you will need to complete all of these key steps:
1. Create an Agreement to Dissolve Your Company
If the business has multiple owners or partners, the first step is drafting a written business dissolution agreement. This document outlines how the company will wind down, distribute assets, and settle any outstanding debts. Think of it as your business dissolution roadmap.
Our business dissolution lawyers can help you draft a thorough and legally enforceable agreement. Our team will also guide you through the next steps so you and your partners can achieve a clean break.
2. File a Certificate of Termination
If your business dissolution involves an LLC or corporation, you must file a Certificate of Termination with the Texas Secretary of State. You’ll also need to file a Certificate of Account Status with the Texas Comptroller of Public Accounts to show that all business taxes have been paid.
3. Contact Any Creditors
You must formally notify creditors of your intent to perform a business dissolution. Your company should also take steps to settle outstanding debts, obligations, or judgments before the business dissolution is complete. Otherwise, you may encounter disputes over which stakeholders assume responsibility for the debt. The goal is to part ways amicably and cleanly.
4. Wrap Up Your Operations
You’ll need to wind down your day-to-day operations by selling off any assets and cancelling outstanding business licenses. Use the profits from your liquidation to settle outstanding debts and then distribute the remaining profits to shareholders or owners.
All assets must be distributed in accordance with your dissolution agreement. If any disputes arise, consider mediation or arbitration before resorting to litigation. Partnering with our business dissolution attorneys can proactively reduce your risk of any last-minute delays.
5. File Your Final Return
You must file a final tax return with both the IRS and the Texas Comptroller. Failure to do so may result in penalties or future liabilities.
Protecting Interests in Business Dissolution
The end of a business should not mean the start of a legal battle. Unfortunately, disputes are common, especially when the dissolution is unplanned or contentious.
While you may not suspect a conflict is brewing, you should always proactively protect your rights and interests. Don’t wait until you are in the midst of a heated legal battle to seek the counsel of a skilled business litigation attorney. Partnering with our firm is one of the best ways to protect your interests and facilitate a smooth dissolution for all involved.
Common conflict areas that we can assist with include the following:
- Disagreements over the value of assets
- Claims of breaches or misconduct
- Disputes over who owns IP
- Issues related to non-compete or confidentiality clauses
We step in to resolve these disputes while preserving your financial interests. Our goal is to minimize conflict and achieve a quick resolution.
How Our Business Dissolution Attorneys Can Help
Business dissolution can be complex and heated. A knowledgeable attorney from Mahendru, P.C. can help you:
- Draft and enforce a clear dissolution agreement
- Avoid future liability from unresolved debts or contracts
- Ensure fair asset distribution
- Protect trade secrets and proprietary information
- Address tax, employment, and regulatory obligations
- Mitigate legal exposure during and after winding down
Whether you’re voluntarily ending a business or being forced to dissolve through a court order or shareholder demand, our legal team provides the insight and advocacy you need.
Frequently Asked Questions
Can a Business Be Dissolved Without All Partners Agreeing?
It depends. In some cases, the majority owners or shareholders can vote to dissolve under the governing documents. If not, you may need a court order to dissolve the business when all parties do not agree.
What Happens if a Partner Refuses to Cooperate With the Dissolution?
You may petition a Texas court for judicial dissolution if the partner’s actions make it impractical to continue the business. Courts can order the business to wind down and force the division of assets.
Are Business Debts Discharged During Dissolution?
No. Dissolution doesn’t automatically erase the debts. Creditors must be paid before distributing assets. Personal liability may still apply in some cases, depending on the business structure your organization used before dissolution.
Can I Keep the Business Name or Website After Dissolution?
Potentially. You may be able to buy out the rights or retain them under the dissolution agreement. However, legal ownership must be clearly transferred. Make sure to address this in your dissolution agreement.
How Long Does It Take to Dissolve a Business in Texas?
If all parties agree and paperwork is in order, administrative dissolution can take several weeks. Complex disputes may take several months or longer to resolve.
Why Choose Mahendru, P.C.?
When it comes to business dissolution, experience matters. We provide deep legal knowledge with real-world business insights to guide you through challenging transitions. Whether the end is cooperative or filled with friction, we can help you move forward. Our team offers:
- Decades of combined litigation experience
- Personalized strategies for your unique business goals
- Trusted counsel for both routine and high-conflict dissolutions
- Transparent communication and responsive service
We don’t just help you dissolve a business. We help protect the value that you’ve built. Contact Mahendru, P.C. to schedule a consultation. We’ll guide you through every step of this challenging journey.