What are common reasons to dissolve a business in Texas?

Typical triggers include partner deadlock, sustained losses, completion of the business purpose, owner retirement, buy-sell provisions, or statutory administrative termination for missed filings.

How long does the dissolution process take?

A straightforward voluntary dissolution can be completed in 60–120 days. Contested or court-supervised dissolutions often take six months or longer, depending on litigation, asset sales, and tax clearance.

What happens to company debts and liabilities?

All outstanding liabilities must be satisfied or provided for before any distributions to owners. Failure to do so can expose owners to personal liability or creditor lawsuits.

Can minority owners challenge or stop a dissolution?

Yes. Minority shareholders or members may petition a Texas court to block or condition dissolution if the majority is acting oppressively or in bad faith.

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Dallas Business Dissolution Lawyers

Q: What is business dissolution?

Business dissolution is the formal legal process of winding up and terminating an entity’s existence, including paying debts, filing final tax returns, and distributing any remaining assets to owners.

Q: What is the difference between voluntary and involuntary dissolution?

Voluntary dissolution is initiated by owners through unanimous or required vote under the governing documents. Involuntary dissolution is ordered by a court or the Secretary of State due to disputes, fraud, deadlock, or statutory violations.

Business dissolution is the legal process of formally ending or unwinding a business entity. It can happen for many reasons—voluntarily through mutual agreement, involuntarily through legal action, or automatically due to expiration or deadlock. Whether it’s a strategic decision or the result of internal conflict, dissolution involves complex legal and financial considerations that demand experienced counsel.

Roquemore Skierski’s Dallas-based business dissolution lawyers work with business owners, executives, and stakeholders throughout Texas who are facing serious legal challenges. Our clients are hands-on—entrepreneurs, professionals, and founders who are deeply involved in their companies and need legal advice that’s sharp, strategic, and focused on results.

When we take on a case, we bring clarity and direction. Whether you’re defending your business or going on the offensive to protect what’s yours, we build legal strategies that make sense in the real world. We know what’s on the line—your time, your money, your reputation, and the future of your business—and we fight to protect it.

our dallas business dissolution lawyers

Kelvin Roquemore

Founding Partner

Kelvin Roquemore is a Founding Partner of Roquemore Skierski, specializing in business and commercial litigation, with experience in business transactions, M&A, and commercial real estate. With over 25 years of in-house counsel and business litigation experience, he brings a strategic approach to supporting owner-operated small and medium-sized enterprises.

Doug Skierski

Founding Partner

Doug Skierski is a Founding Partner of Roquemore Skierski, and is an A/V-rated attorney with over 20 years of experience in bankruptcy, creditors’ rights, receiverships, and commercial litigation. He holds a J.D. from Southern Methodist University School of Law and has a strong background in complex commercial litigation and arbitration.

Shawn Stevens

Senior Associate

Dennis Shawn Stevens is a member of Roquemore Skierski with over 20 years of experience representing clients in business litigation, commercial disputes, and insurance-related claims. He holds a J.D. from the University of Houston Law Center and advises businesses on matters involving breach of contract, construction conflicts, and complex commercial torts.

Mark Ivanyo

Associate

Mark Ivanyo has experience in complex commercial litigation, including contract disputes, product liability, and premises-related claims. He has experience representing businesses in state and federal courts, as well as in arbitration and administration. Mark holds a J.D. from South Texas College of Law and holds a B.B.A. in Management from Texas State University.

Alyssa Grissom

Paralegal

Alysa S. Grissom is a paralegal at Roquemore Skierski and is Board Certified in Civil Trial Law by the Texas Board of Legal Specialization—an achievement held by fewer than 400 paralegals statewide. She holds an A.A. in Government, an A.A.S. in Paralegal Studies from Austin Community College, and a B.A. in Business, magna cum laude, from Concordia University Texas.

Our Dallas business dissolution lawyers help businesses and partnerships make a clean break

Partnership divorce refers to the legal separation of business partners due to disputes, misaligned goals, or changes in personal or financial circumstances. It often involves dividing assets, resolving liabilities, and unwinding shared responsibilities. Our business dissolution lawyers help clients navigate partnership divorces to protect their interests and ensure a smooth, enforceable exit strategy.

Voluntary dissolution occurs when business owners choose to formally close and wind down operations, often due to retirement, strategic shifts, or mutual agreement. Proper dissolution helps avoid future liability and ensures assets and obligations are handled correctly. Our business dissolution lawyers guide clients through every step of the voluntary dissolution process to protect their interests and ensure legal compliance.

Involuntary dissolution happens when a business is legally forced to shut down, often due to internal disputes, deadlock, fraud, or regulatory noncompliance. It can lead to complex legal and financial consequences if not handled properly. Our business dissolution lawyers represent clients in involuntary dissolution proceedings to protect their rights and resolve disputes efficiently.

Judicial dissolution is a court-ordered process to dissolve a business when owners are deadlocked, rights are being oppressed, or the business can no longer operate effectively. It often involves complex disputes between partners or shareholders. Our business dissolution lawyers represent clients in seeking or defending against judicial dissolution to safeguard their interests and ensure a fair resolution.

Dissolution by expiration occurs when a business entity automatically ends after reaching the duration specified in its founding documents. While straightforward, it still requires formal steps to wind down operations and settle obligations. Our business dissolution lawyers assist clients in navigating the legal process to ensure a clean and compliant closure.

Administrative termination happens when a business is dissolved by the state, often due to failure to file required reports, pay fees, or maintain good standing. This type of termination can have serious legal and financial consequences if not promptly addressed. Our business dissolution lawyers help clients resolve administrative issues, restore good standing when possible, or properly close the business in compliance with state law.

Our business dissolution lawyers help businesses and partnerships make a clean break

Frequently asked questions

FAQ's

What is business dissolution?

Business dissolution is the legal process of officially ending a business entity's existence. It can be voluntary, when owners decide to close the business, or involuntary, often due to failure to meet state requirements. Dissolution ensures the business is no longer legally liable and avoids ongoing obligations like taxes and filing fees

What’s the difference between voluntary and involuntary dissolution?

Voluntary dissolution is a company's choice to end its operations and legally cease to exist, while involuntary dissolution is a legal process initiated by a court or government agency due to non-compliance or other reasons. In essence, one is a deliberate choice by the company, and the other is a forced action.

How long does it take to dissolve a business in Texas?

Dissolving a business in Texas typically involves two main stages: winding up the business's affairs and formally terminating it with the state. The winding up process, which includes settling debts and distributing assets, can take a few weeks to several months, depending on the complexity and remaining liabilities. The formal termination process, filing the Certificate of Termination with the Texas Secretary of State, usually takes only a few business days.

Do I need unanimous consent to dissolve a business?

No, unanimous consent is not always required to dissolve a business, but it can be, depending on the structure of the business and state laws. For corporations, unanimous written consent from shareholders can initiate dissolution, but majority votes may be required in other scenarios. For LLCs, unanimous consent may be needed, but a majority vote may be sufficient if the operating agreement doesn't specify otherwise.

What happens to business debts and contracts when my business dissolves?

When a business dissolves, outstanding debts and contracts are not automatically erased. The business is still obligated to settle these obligations, even if it is no longer operating. Creditors can still pursue payment, and outstanding contracts remain enforceable, especially if they have terms that survive the business's closure.

How are assets distributed among owners after dissolution?

After a business dissolves, remaining assets are typically distributed to owners according to their ownership percentages, after all debts have been settled. For example, if an owner has a 50% ownership stake, they would receive 50% of the remaining assets. The specific method of distribution (e.g., cash, property, installments) may be outlined in the company's operating agreement or corporate bylaws.

Will dissolution shield me from future liability?

Dissolution typically doesn't shield you from future liability, but it can limit it, particularly for known or potential creditors. While a business's dissolution prevents it from operating or entering new contracts, it doesn't erase existing obligations or liabilities. Proper dissolution procedures, including creditor notification and settling debts, are crucial for minimizing future legal risks.

Is court approval required to dissolve a business?

Court approval is generally not required for dissolving a business voluntarily. However, court approval may be necessary for involuntary dissolutions, such as in cases of bankruptcy or insolvency, or if there are disputes among owners.

What tax steps are required to dissolve a business in Texas?

To dissolve a business in Texas, tax clearance from the Texas Comptroller is required before filing for termination with the Secretary of State. This involves paying all outstanding state taxes and filing all necessary tax returns. Additionally, final federal tax returns must be filed with the IRS, including reporting capital gains or losses.

Need Help Navigating a Business Dissolution?

Whether you’re planning a voluntary closure or facing a forced dissolution, our experienced business dissolution lawyers can guide you through the process. We help Texas business owners protect their interests, resolve disputes, and ensure a clean break. Schedule a consultation today to move forward with clarity and confidence.

While our office is in Dallas, we proudly serve clients in and around Dallas, Denton, Fort Worth, Frisco, McKinney, Plano, and the surrounding area.

Providing Trusted Expertise in Business Dissolution

Providing Trusted Expertise in Business Dissolution

Dallas Business Dissolution Lawyers