Roquemore Skierski PLLC

CALL TODAY: 972-325-6591
Practice Areas

Denton Business Dissolution Lawyer

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

Free Consultations |  100+ Years of Combined Experience  |  24/7 Availability

SCHEDULE A CONSULTATION
Practice AReas

Denton Business Dissolution Lawyer

SCHEDULE A CONSULTATION

Business dissolution is the legal process of formally winding down or ending a business entity. Companies in Denton may dissolve for many reasons, including planned restructuring, conflict among owners, compliance issues, or the expiration of governing documents. Whether dissolution is intentional or prompted by internal pressure, the process raises legal, financial, and operational questions that benefit from steady legal direction. When owners need clarity on obligations and next steps, working with a Denton business dissolution lawyer provides structure and confidence during a transitional period.

 

Roquemore Skierski PLLC’s Denton business dissolution attorneys advise owners, executives, and investors across Denton County and the broader North Texas region. Our clients are hands-on decision-makers who understand their businesses well and rely on practical legal advice that protects long-term interests. When the future of the company is uncertain, a Denton business dissolution attorney helps ensure that each step is properly evaluated and executed.

 

When we take responsibility for a dissolution matter, we focus on clarity and strategic direction. Whether your position requires defensive measures or decisive action to secure your rights, we develop a plan aligned with your business circumstances. We recognize the stakes involved. Your reputation, finances, time, and future opportunities depend on how the dissolution is handled, and a Denton business dissolution lawyer can help preserve what matters most.

What a business dissolution involves

Business dissolution is the formal termination of a company’s legal existence in Texas. Owners may initiate the process voluntarily, or it may occur involuntarily through administrative action or a court order. Once the dissolution is complete, the entity no longer accumulates obligations such as franchise taxes, annual filings, or statutory reporting.

 

For Denton businesses, the process often includes notifying the Texas Secretary of State, closing tax accounts, and coordinating with lenders, landlords, vendors, and other parties. Stopping operations does not end liability. Unless each statutory requirement is completed, the company continues to incur obligations and risk even if it is no longer active.

The three steps required to shut down a company

Shutting down a business generally involves three primary stages:

 

  • Legally dissolving the company in the state of formation
  • Winding up the company’s affairs
  • Closing out and distributing assets to investors

 

Once the dissolution decision is authorized, the winding-up phase begins. This includes collecting receivables, negotiating creditor claims, reviewing leases and service contracts, and issuing final pay and benefits to employees. Business owners should reconcile accounts, maintain required records for statutory periods, and satisfy secured obligations so liens can be released.

 

Only after debts and obligations are resolved should remaining assets be distributed based on the operating agreement, partnership agreement, or bylaws. Denton companies may also need to terminate assumed names in Denton County, close payroll and sales tax accounts, and withdraw from other states where the business registered to operate.

How voluntary and involuntary dissolution differ

Voluntary dissolution occurs when owners formally decide to end business operations, while involuntary dissolution happens through state action or court intervention, often due to noncompliance, internal deadlock, or regulatory concerns.

 

Administrative or involuntary dissolution may occur when companies fail to file franchise tax reports, maintain a registered agent, or comply with other statutory obligations. Even after involuntary dissolution, entities typically retain authority to wind up, though reinstatement deadlines may apply. Voluntary dissolution allows owners to prepare, address liabilities, and plan a structured exit that reduces future exposure.

How long it takes to dissolve a Texas business

Dissolving a Texas business involves two phases: winding up internal matters and filing termination documents with the Secretary of State. The winding-up stage may take several weeks or months depending on the complexity of the business and the number of outstanding obligations. Filing the Certificate of Termination typically requires only a few business days once tax clearance has been issued.

 

The overall timeline depends on how quickly obligations can be resolved, how long it takes to obtain clearance from the Texas Comptroller, and whether the company must withdraw from other states. Denton businesses that operate in multiple jurisdictions must plan for additional time to complete foreign withdrawals.

What happens to debts and contracts after a business dissolution?

Dissolving a business does not eliminate outstanding debts or contractual responsibilities. Creditors may still seek payment, and leases or service contracts remain enforceable until they are formally resolved or terminated. Many agreements include survival provisions covering confidentiality, indemnity, intellectual property, and dispute resolution, which may continue beyond the dissolution date.

 

Denton business owners should review these agreements to determine whether they can be renegotiated, assigned, or formally terminated. Personal guarantees typically remain enforceable. Confirming lien releases and addressing secured obligations helps prevent future claims and limits personal exposure.

Tax requirements for dissolving a Texas business

Before filing for termination with the Secretary of State, businesses must obtain tax clearance from the Texas Comptroller. This requires submitting final franchise tax reports, paying outstanding amounts, and closing sales tax or payroll accounts. Final federal filings are also required. Corporations file a final Form 1120, partnerships file a final Form 1065 with corresponding Schedule K-1s, and employers must issue final W-2s and 1099s.

 

Denton businesses should also close unemployment accounts and document how assets were distributed or sold, as this may affect depreciation and federal reporting. Although the entity’s EIN remains linked to the business, marking federal returns as final prevents future filing obligations once termination is complete.

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

  • Partnership Divorce

Partnership divorce occurs when business partners separate due to disputes, diverging goals, or changes in financial or personal circumstances. The process may involve dividing assets, resolving debts, and redefining operational responsibilities.

  • Voluntary Dissolution

Voluntary dissolution occurs when owners intentionally choose to wind down the business due to retirement, market conditions, or strategic change. A properly managed voluntary dissolution reduces exposure to liability and ensures compliance with Texas law. Our firm guides clients through each step to ensure accuracy and predictability.

  • Involuntary Dissolution

Involuntary dissolution arises when a business is required to close because of statutory noncompliance, internal conflict, or legal action. These situations can escalate without experienced representation. Roquemore Skierski PLLC works with Denton businesses facing involuntary dissolution to preserve ownership rights and minimize financial disruption.

  • Judicial Dissolution

Judicial dissolution occurs when a court orders the termination of a business due to owner deadlock, oppressive conduct, or other conditions that prevent effective operation. These matters often involve disputes over valuation, control, and the future of the company. Our attorneys handle judicial dissolution actions for clients seeking or resisting court intervention.

  • Dissolution by Expiration

Some entities automatically end when they reach the duration stated in their formation documents. Even when dissolution occurs by expiration, the business must still wind up affairs, settle liabilities, and complete required filings. We assist Denton clients in completing these steps and ensuring compliance.

  • Administrative Termination

Administrative termination occurs when the state dissolves a business because of missed filings, unpaid fees, or failure to maintain good standing. This may disrupt banking, contracting, and financial stability. Roquemore Skierski PLLC helps business owners correct compliance issues, seek reinstatement when allowed, or complete an orderly closure when reinstatement is not possible.

Attorney Kelvin Roquemore

Kelvin Roquemore

Business Dissolution Lawyer

Case Results

Mergers & Acquisitions, Business Sale

Our client, an owner operator, engaged us to negotiate and execute the sale of her hospice in Mequite, Texas to a national entity for $450,000. We coordinated due diligence and sucessfully negotiated the final terms of a deal and transition, so patient care continued without interruption and existing staff remained in place. 

Partnership Dispute, Misuse of Funds

Our client started a retail business with two partners. Without his knowledge, his partners excluded him from ownership paperwork and used his personal credit card to cover business expenses, and charged nearly $25,000 to the account. After filing a demand letter and TRO, our client was able to recover the misused funds. 

Commercial Real Estate, Breach of Contract

Our client, the largest tenant in a development, signed a lease with landlord who subsequently sold the property to a new landlord. The new landlord harrassed our client and fabricated a reason to terminate his lease, destroying our Client’s business. Roquemore Skierski was hired to collect damages.

Breach of Contract, Failure to Pay

Our client entered into an agreement with the defendant to perform fulfillment services for a fee. Despite a clear obligation, the defendant breached the contract by failing to pay. Roquemore Skierski was been retained to collect what was due under the contract, including damages, unjust enrichment and promissory estoppel. 

Commercial Real Estate, Failure to Pay

Our client, a commercial landlord, settled with a former tenant who breached his lease with an executed agreed judgement. The tenant subsequently breached the terms of his settlement, and Roquemore Skierski was hired to handle the post-judgment collection of the amounts due under the judgment.

Mergers & Acquisitions, Failure to Pay

Our client, a physician, sold his practice and LLC by a promissory note and purchase agreement for $682,000. After closing the deal, the buyer defaulted on their promissory note and failed to make payments. Roquemore Skierski PLLC was hired to enforce the contractural rights, including damages, under the transaction documents.

Commercial Real Estate, Lease Default

Our client, a physician, sold his medical practice, but continued as the landlord to the practice as he owned the building. The buyer of his practice and new tenant defaulted on a 20 year lease after two months. Roquemore Skierski was hired to enforce the lease agreement and collect monetary damages for the breach of contract.

Breach of Fiduciary Duty

Our client invested $50,000 with an investment advisor, who subsequently stopped communicating with clients. Roquemore Skierski was hired to bring claims of fraud, breach of fiduciary duty, and breach of contract, and secured a judgment against the advisor for principal paid, the promised return on investment, and attorneys’ fees.

Breach of Contract, Failure to Pay

Our client, a large corporate contractor, performed fiber optic work pursuant to a sub-contractor agreement with a general contractor. The general contractor withheld funds of $200,000 for the work our client performed. Roquemore Skierski was hired to enforce our clients’ contractual rights against the general contactor.

Defense Against TRO

Our client, a commercial lender purchased a defaulted $485,000 note and deed of trust from the originating lender. Upon noticing foreclosure, the debtor filed a lawsuit claiming wrongful foreclosure and secured a TRO. Roquemore Skierski was hired to defend the lawsuit and respond to the TRO, which had dissolved.

Breach of Fiduciary Duty, Fraud

Our clients entered into a startup business to buy and sell real estate. The parties secured a loan to fund operations, which the defendant immediately diverted to a separate company. Although he initially repeatedly promised to return the money, he stopped responding to our clients. Roquemore Skierski was hired to recover the stolen funds.

Schedule A Consultation

First and Last Name(Required)
Consent(Required)

Practice Areas

Dont Fight Solo.

LET US HELP YOU
Your Partner in Legal Success

Navigating a business dissolution is difficult

Roquemore Skierski PLLC provides structured business litigation and dissolution guidance to companies across Denton and surrounding communities. Our attorneys understand the pressures that arise during dissolution and offer clear, strategic advice to protect long-term stability.

 

We combine legal knowledge with tailored planning, ensuring that each approach reflects the client’s operational needs and financial concerns. Our priority is helping business owners safeguard their interests and move forward with certainty.

 

Whether you are initiating a voluntary wind-down or responding to a forced closure, our Denton business dissolution lawyers can guide you through each phase of the process. We help Texas business owners evaluate their options, resolve internal and external disputes, and achieve a complete and compliant exit.

SCHEDULE YOUR CONSULTATION

While our business litigation attorneys are based in downtown Dallas, we proudly serve business owners in the Denton area, including in Argyle, Aubrey, Highland Village, Lewisville, and beyond. 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.