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Dallas Business Dissolution Lawyer

Roquemore Skiersi provides Dallas business owners with guided business dissolution assistance. 

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Dallas Business Dissolution Lawyer

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.

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.

 

For Dallas companies, this often includes notifying the Texas Secretary of State, closing out registrations and permits, and communicating with vendors, customers, landlords, and lenders so obligations are properly concluded. Importantly, dissolution is different from simply stopping operations. Until you complete the legal steps, filing and tax duties will continue to accrue.

What does the shut down process include?

Shutting down a business is typically a three step process:

 

  1. Legally dissolving the company in the state of formation
  2. Winding up the company affairs
  3. Shutting down and distributing assets to investors

 

After the formal dissolution action, the winding up phase includes collecting receivables, resolving or compromising creditor claims, terminating leases and service contracts, and addressing employee matters such as final pay and benefits. You should reconcile bank accounts, preserve books and records for statutory retention periods, and satisfy secured obligations so liens can be released. 

 

Only after debts and obligations are handled should remaining assets be distributed according to your operating agreement, bylaws, or partnership agreement. Many Dallas businesses also need to terminate assumed names, cancel sales tax and payroll accounts, and withdraw from other states where they registered to do business.

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.

 

Involuntary or administrative actions can result from failing to maintain a registered agent, missing franchise tax filings, or other compliance lapses. Even after an involuntary action, the entity often retains limited authority to wind up, but reinstatement may be time sensitive and conditioned on clearing tax and filing deficiencies.

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.

 

Timelines can be affected by how quickly you obtain tax clearance from the Texas Comptroller, the responsiveness of creditors and landlords, and the need to unwind financing arrangements or equipment leases. If your company is registered in other states, plan for additional time to withdraw those foreign registrations so annual fees and reports do not continue.

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.

 

Many commercial agreements include survival clauses for indemnities, confidentiality, intellectual property, and dispute resolution, which can extend liability beyond the closing date. As part of winding up, you should evaluate whether to assign, terminate, or settle specific contracts, and confirm releases or satisfactions of liens so claims do not resurface later.

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

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.

 

For federal purposes, corporations typically file a final Form 1120, partnerships file a final Form 1065 with final Schedule K-1s, and employers file final payroll forms and issue final W-2s and 1099s. You should also close state unemployment accounts and document the disposition of assets for depreciation recapture and basis tracking. Although your EIN remains associated with the entity, you can mark federal returns as final and cease future filings once the termination is complete.

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.

Attorney Kelvin Roquemore

Kelvin Roquemore

Business Litigation Lawyer

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Dont Fight Solo.

Your Partner in Legal Success

Navigating a business dissolution is hard

Roquemore Skierski serves as a trusted legal partner to businesses at every stage of growth. Our experienced business litigation attorneys understand the complexities companies face and provide practical, strategic counsel to help navigate disputes and protect business interests. As your litigation lawyer, we bring a wealth of experience and a commitment to excellence.

 

We combine deep legal knowledge with a personalized approach, tailoring solutions to meet the specific needs of each client. Our focus is on safeguarding your business and supporting long-term success in an increasingly competitive environment.

 

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 business litigation attorneys are based in Downtown Dallas, we proudly serve clients in and around Addison, Carrollton, Cedar Hill, Coppell, DeSoto, Farmers Branch, Flower Mound, Forney, Garland, Grand Prairie, Grapevine, Highland Park, Irving, Oak Cliff, Richardson, Rockwall, Rowlett, Royse City, University Park, and the surrounding area. Whether your company is facing a contract dispute, partnership conflict, or other commercial challenge, we deliver strategic counsel and strong representation across the DFW Metroplex.