Articles Of Dissolution Professional Association Form. This is a Texas form and can be use in Corporation Secretary Of State.
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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 1 American LegalNet, Inc. www.FormsWorkFlow.com 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 firstname.lastname@example.org. 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 2 American LegalNet, Inc. www.FormsWorkFlow.com 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 3 American LegalNet, Inc. www.FormsWorkFlow.com 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 Form 607 4 American LegalNet, Inc. www.FormsWorkFlow.com