To dissolve a Texas LLC and distribute its assets among members, the following requirements and legal procedures need to be followed:
- Review the LLC's governing documents: The first step is to review the LLC's governing documents (e.g. Operating Agreement) to determine the dissolution process, whether it requires a vote from members, and how the assets will be distributed.
- Vote for dissolution: If the LLC's governing documents require a vote from the members to dissolve the LLC, a vote needs to be held. The voting requirements should also be outlined in the governing documents.
- File a Certificate of Termination: After the members have voted to dissolve the LLC, a Certificate of Termination must be filed with the Texas Secretary of State.
- Advise creditors and claimants: After filing the Certificate of Termination, the LLC must provide written notice to all known creditors and claimants of the dissolution.
- Wind up the LLC's affairs: The LLC must wind up its affairs, including paying all outstanding debts and obligations, collecting all accounts receivable, and liquidating all assets.
- Distribute assets: Once the affairs of the LLC have been wound up, the remaining assets must be distributed among the members according to the LLC's governing documents.
It's important to note that there may be limitations or exceptions to the above requirements depending on the specific circumstances of the LLC. Also, if there are any outstanding legal disputes or liabilities, additional legal action may be required before winding up the affairs and distributing assets.
If you need further assistance in dissolving a Texas LLC and distributing its assets, it's recommended to seek the advice of a licensed attorney.
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