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Articles Of Dissolution Professional Association Form. This is a Texas form and can be use in Corporation Secretary Of State.
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Tags: Articles Of Dissolution Professional Association, 604, Texas Secretary Of State, Corporation
Form 604—General Information
(Articles of Dissolution of a Professional Association)
The attached form is designed to meet minimal statutory filing requirements pursuant to the
relevant code provisions. This form and the information provided are not substitutes for the advice
and services of an attorney and tax specialist.
Commentary
In accordance with section 18 of the Texas Professional Association Act (TPAA, article 1528f, Texas
Revised Civil Statutes), a Texas professional association dissolves in accordance with the provisions
contained in its articles of association, or, if there are no dissolution provisions in the articles, by twothirds vote of its members.
Instructions for Form
Items 1-2—Entity Information: The articles of dissolution of a professional association must
contain the legal name of the association and the address of the association. It is recommended that
the file number assigned by the secretary of state be provided to facilitate processing of the
instrument.
Item 3—Board of Directors Information: Set forth the name and address of each member of the
board of directors of the association. If the professional association is governed by an executive
committee, rather than a board of directors, set forth the name and address of each member of the
committee. If the space provided is not sufficient, include the additional information as an
attachment to the form.
Item 4—Officer Information: Set forth the name and address of each officer of the association.
The officers of a professional association shall include a president, vice-president, secretary, and
treasurer. Any one person can serve in more than one office. However, the same person cannot hold
the office of president and secretary unless the association has only one member.
Please note that a document on file with the secretary of state is a public record that is subject to public
access and disclosure. When providing address information for officers and directors, use a business or
post office box address rather than a residence address if privacy concerns are an issue.
Item 5—Manner of Dissolution: A Texas professional association dissolves in accordance with
the provisions contained in its articles of association, or by two-thirds vote of its members if its
articles do not contain provisions regarding the dissolution of the association. Select either option A
or option B, as applicable.
Item 6—Tax Certificate: The articles of dissolution must be accompanied by a certificate of
account status from the Texas Comptroller of Public Accounts indicating that all taxes administered
by the Comptroller under Title 2, Tax Code have been paid. Please note that the Comptroller issues
many different types of certificates of account status. Do not attach a certificate or print-out
obtained from the Comptroller’s web site as this does not meet statutory requirements. You need to
attach form #05-305, which is obtained directly from a Comptroller of Public Accounts
representative.
Form 607
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Requests for certificates or questions on tax status should be directed to the Tax Assistance Section,
Comptroller of Public Accounts, Austin, Texas 78774-0100; (512) 463-4600 or toll-free (800) 2521381. You also may contact tax.help@cpa.state.tx.us.
Effectiveness of Filing: Articles of dissolution become effective when filed by the secretary of state
(option A). However, pursuant to article 10.03 of the Texas Business Corporation Act, which is
applicable to professional associations, the effectiveness of the instrument may be delayed to a date
not more than ninety (90) days from the date the instrument is signed (option B). The effectiveness
of the instrument also may be delayed on the occurrence of a future event or fact, other than the
passage of time (option C). If option C is selected, you must state the manner in which the event or
fact will cause the instrument to take effect and the date of the 90th day after the date the instrument
is signed. In order for the dissolution to take effect under option C, the association must, within
ninety (90) days of the filing of the instrument, file a statement with the secretary of state regarding
the event or fact pursuant to article 10.03A(3) of the Texas Business Corporation Act.
On the filing of a document with a delayed effective date or condition, the computer records of the
secretary of state will be changed to show the filing of the document, the date of the filing, and the
future date on which the document will be effective or evidence that the effectiveness was
conditioned on the occurrence of a future event or fact. In addition, at the time of such filing, the
status of the association will be shown as “voluntarily dissolved” on the records of the secretary of
state.
Execution: Pursuant to section 18 of the TPAA, the articles of dissolution must be executed by an
officer of the association. If there are no living officers of the association, the articles of dissolution
may be executed by the legal representative of the last surviving officer.
The articles of dissolution need not be notarized. However, before signing, please read the
statements on the form carefully. A person commits an offense under the Texas Business
Corporation Act, which is applicable to professional associations, if the person signs a document the
person knows is false in any material respect with the intent that the document be delivered to the
secretary of state for filing. The offense is a Class A misdemeanor unless the person’s intent is to
defraud or harm another, in which case the offense is a state jail felony.
Payment and Delivery Instructions: The filing fee for the articles of dissolution is $40. Fees may
be paid by personal checks, money orders, LegalEase debit cards, or MasterCard, Visa, and Discover
credit cards. Checks or money orders must be payable through a U.S. bank or financial institution
and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily
authorized convenience fee of 2.7 percent of the total fees.
Submit the completed form in duplicate along with the filing fee and certificate of account status.
The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or
delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a
document is transmitted by fax, credit card information must accompany the transmission (Form
807). On filing the document, the secretary of state will return the appropriate evidence of filing to
the submitter together with a file-stamped copy of the document, if a duplicate copy was provided as
instructed.
Revised 09/09
Form 607
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Form 604
(Revised 09/09)
Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: $40
This space reserved for office use.
Articles of Dissolution of a
Professional Association
1. The name of the professional association is:
The file number issued to the association by the secretary of state is:
2. The address of the association is:
Street or Mailing Address
City
State
Zip Code
3. The name and address of each person serving on the member of the board of directors or executive
committee are:
First Name
M.I.
Street or Mailing Address
First Name
City
M.I.
Street or Mailing Address
First Name
Last Name
State
Country
Last Name
City
M.I.
Street or Mailing Address
Suffix
Suffix
State
Country
Last Name
City
Zip Code
Zip Code
Suffix
State
Country
Zip Code
4. The name, address, and office title of each officer of the association are:
Officer Title
President
First Name
Street or Mailing Address
Form 607
M.I.
Last Name
City
Suffix
State
Country
Zip Code
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Officer Title
Vice-President
First Name
M.I.
Street or Mailing Address
Last Name
City
Suffix
State
Country
Zip Code
Officer Title
Secretary
First Name
M.I.
Street or Mailing Address
Last Name
City
Suffix
State
Country
Zip Code
Officer Title
Treasurer
First Name
M.I.
Street or Mailing Address
Last Name
City
Suffix
State
Country
Zip Code
5. The manner of dissolution of the professional association is set forth below:
A.
The association is dissolving in accordance with its articles of association.
B.
The association is dissolving by two-thirds vote of its members.
OR
6.
Attached hereto is a certificate from the comptroller of public accounts that all taxes under title
2, Tax Code, have been paid.
Effectiveness of Filing (Select either A, B, or C.)
A.
This document becomes effective when filed by the secretary of state.
B.
This document becomes effective at a later date, which is not more than ninety (90) days from the
date of signing. The delayed effective date is:
C.
This document takes effect upon the occurrence of a future event or fact, other than the passage
of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a
materially false or fraudulent instrument.
Date:
Signature of authorized person. See instructions.
Printed or typed name of authorized person
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