| (a) Every domestic corporation seeking to dissolve under the Texas Business Corporation Act, Article 6.07, must obtain a certificate from the comptroller stating that all taxes administered by the comptroller have been paid through the effective date of such dissolution. Every domestic corporation seeking to dissolve under the Texas Business Corporation Act, Article 6.01, and every domestic limited liability company seeking to dissolve under the Texas Limited Liability Company Act, Article 6.08, must obtain a certificate from the comptroller stating that all franchise taxes have been paid through the effective date of such dissolution. Every foreign limited liability company seeking to withdraw under the Texas Limited Liability Company Act, Article 7.10, and every foreign corporation seeking to withdraw under the Texas Business Corporation Act, Article 8.15, must obtain a certificate from the comptroller stating that all franchise taxes have been paid through the
effective date of such withdrawal. (b) Every corporation and limited liability company is required to pay all franchise tax, penalty, and interest through the end of the privilege period containing the effective date of the dissolution, merger, withdrawal, or reinstatement. A refund will not be paid nor credit given to the entity for the period from the date of dissolution, merger, or withdrawal through the end of the privilege period. See §3.565 of this title (relating to Survivors of Mergers) for possible credit to which a survivor of a merger may be entitled. See §3.567 of this title (relating to Additional Tax on Earned Surplus) for information about the additional tax which must be paid before dissolution, merger, or withdrawal. (c) If a foreign corporation or limited liability company doing business in Texas is dissolved, merged out of existence, or otherwise terminated under the laws of its state of incorporation or organization,
its franchise tax account will be closed as of the date of the dissolution, and tax must be paid through the end of the period in which the entity dissolved. See the Texas Business Corporation Act, Article 8.14C, and Texas Limited Liability Company Act, Article 7.09C, for requirements to notify the secretary of state. (d) Before the name of a corporation or limited liability company may be changed on the records of the comptroller, an amendment to the entity's charter or certificate of authority must be filed with the Texas secretary of state. A foreign corporation or limited liability company without a certificate of authority may change its name on the records of the comptroller by filing with the comptroller a copy of the name change document filed in the entity's home state. (e) An entity that was subject to franchise tax prior to conversion and that continues to be subject to franchise tax after conversion will not have a new
beginning date for franchise tax purposes because of the conversion. For an entity that becomes subject to franchise tax as a result of a conversion, the date of conversion will be the beginning date for franchise tax purposes. In order for the Texas Secretary of State to issue a certificate of conversion, all franchise taxes must have been paid or the articles of conversion must provide that the converted entity will be liable for the payment of such franchise taxes. See Texas Business Corporation Act, Article 5.18.
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