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Keller Business Dissolution Lawyer

Roquemore Skierski provides Keller business owners wdissolve their businesses safely and legally.

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Keller Business Dissolution Lawyer

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Business Dissolution Attorneys in Keller

Business dissolution is the formal legal process used to close or wind down a business entity. Companies in Keller may pursue dissolution for many reasons, including changes in ownership, long-term strategic shifts, governance disputes, or compliance concerns. Whether dissolution is chosen deliberately or arises from operational pressure, the process creates legal, financial, and procedural obligations that require careful management and knowledgeable counsel.

Roquemore Skierski PLLC’s Keller business dissolution attorneys work with owners, executives, and investors across Northeast Tarrant County and surrounding areas. Our clients are active participants in their businesses and depend on clear, practical guidance that protects their long-term interests and helps them manage major transitions.

 

When our firm handles a dissolution matter, we prioritize organization, transparency, and practical planning. Whether you need to take defensive action or initiate a structured wind-down, we develop strategies based on the realities of your business. We understand the importance of getting this process right. Your financial exposure, reputation, and future business plans rely on a clean and compliant dissolution.

What business dissolution involves in Texas

Business dissolution is the legal termination of an entity under Texas law. Owners may initiate the process voluntarily, or dissolution may occur involuntarily due to noncompliance or court involvement. Once the process is complete, the business no longer incurs franchise taxes, filing obligations, or other ongoing statutory requirements.

 

For Keller businesses, dissolution typically includes filing with the Texas Secretary of State, closing state tax accounts, and notifying lenders, vendors, landlords, and other affected parties. Ending day-to-day operations without completing the formal steps does not eliminate liability. Until the statutory requirements are satisfied, the business continues to generate obligations and exposure.

The three steps required to shut down a company in Keller

Closing a business generally involves three key stages:

  • Legally dissolving the company in the state where it was formed
  • Winding up the company’s outstanding affairs
  • Closing out and distributing assets to owners or investors

When the dissolution decision is approved, the winding-up phase begins. During this stage, the business collects outstanding receivables, resolves creditor claims, reviews active contracts and leases, and issues final payments to employees. Owners should reconcile accounts, retain required records, and satisfy secured obligations so that liens may be released.

 

Remaining assets may be distributed only after debts and liabilities are resolved according to the operating agreement, bylaws, or partnership agreement. Keller companies may also need to close payroll and sales tax accounts, terminate assumed names filed in Tarrant County, and withdraw from other states where the business is registered.

How voluntary and involuntary dissolution differ

Voluntary dissolution occurs when owners choose to end operations through the procedures outlined in their governing documents. Involuntary dissolution results when the state or a court forces a business to close because of compliance issues, governance failures, or unresolved disputes.

 

Administrative or involuntary dissolution may arise when a business fails to maintain a registered agent, misses required filings, or falls out of good standing. Even after involuntary dissolution, entities typically retain limited authority to wind up their affairs, although reinstatement deadlines may apply. Voluntary dissolution gives owners more flexibility, time, and control over the process.

How long it takes to dissolve a business in Keller?

The Texas dissolution process consists of two phases. The first involves winding up the business’s internal matters, a period that can take several weeks or months depending on the complexity of the organization and outstanding liabilities. The second phase involves filing a Certificate of Termination with the Texas Secretary of State, which is usually processed within a few business days after tax clearance is obtained.

 

The total time required depends on how quickly debts are resolved, how long it takes to receive clearance from the Texas Comptroller, and whether foreign registrations must be withdrawn. Keller businesses that operate across multiple states should plan for additional time to complete those steps.

What happens to a businesses' debts and contracts after dissolution?

Dissolving a business does not erase outstanding debts or contractual responsibilities. Leases, service agreements, and other obligations continue to be enforceable until formally resolved, renegotiated, or terminated. Many agreements include survival provisions for confidentiality, indemnity, and intellectual property rights that extend beyond dissolution.

 

Keller business owners should carefully review all contracts to determine whether obligations can be reassigned, modified, or concluded. Personal guarantees typically remain enforceable even after dissolution. Addressing secured obligations and ensuring that liens are released can help prevent future disputes and reduce the risk of personal exposure.

Dissolving a business also carries several tax requirements

Before filing for termination, businesses must obtain tax clearance from the Texas Comptroller. This includes filing final franchise tax reports, paying outstanding obligations, and closing relevant sales tax and payroll accounts. Federal requirements also apply. Corporations must file a final Form 1120, partnerships must submit a final Form 1065 with Schedule K-1s, and employers must issue final W-2s and 1099s.

 

Keller businesses should also close unemployment accounts and maintain documentation showing how assets were sold or distributed. This information may affect federal tax reporting, including depreciation recapture or taxable gains. After filing final federal returns, no further filing obligations should remain.

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

  • Partnership Divorce

Partnership divorce occurs when business partners choose to separate because of conflict, differing goals, or financial issues. This process may involve allocating assets, resolving liabilities, and redefining responsibilities. Roquemore Skierski PLLC assists Keller business owners in securing their interests throughout the separation.

  • Voluntary Dissolution

Voluntary dissolution takes place when owners intentionally wind down business operations. Reasons may include retirement, strategic change, or market conditions. Properly managing this process reduces liability and ensures compliance with Texas law. Our attorneys help clients complete each step accurately and efficiently.

  • Involuntary Dissolution

Involuntary dissolution happens when a business is required to close due to statutory noncompliance, governance issues, or legal disputes. These situations can become disruptive without careful planning. Roquemore Skierski PLLC helps Keller businesses navigate involuntary dissolution and protect ownership interests.

  • Judicial Dissolution

Judicial dissolution occurs when a court determines that a business cannot continue operating because of deadlock, oppressive conduct, or severe governance breakdown. These matters may involve significant disputes over valuation and control. Our attorneys represent clients who are seeking or defending against judicial dissolution.

  • Dissolution by Expiration

Some businesses automatically dissolve when they reach the term stated in their founding documents. Even then, owners must complete the winding-up process, settle obligations, and file remaining documents. We help Keller clients complete these steps and close out operations properly.

  • Administrative Termination

Administrative termination occurs when the state dissolves a business for missed filings, unpaid fees, or loss of good standing. This can affect financing, contractual relationships, and operations. Roquemore Skierski PLLC helps businesses correct compliance issues, pursue reinstatement when permitted, or complete a controlled closure if reinstatement is not possible.

Attorney Kelvin Roquemore

Kelvin Roquemore

Business Litigation 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.

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Navigating a business dissolution should not be difficult

Roquemore Skierski PLLC provides structured representation to businesses throughout Keller and nearby communities that are preparing for dissolution. Our attorneys understand the legal and operational challenges companies face during this transition and offer guidance to protect long-term stability.

 

We combine detailed legal knowledge with a tailored approach that aligns with each business’s financial and operational needs. Our goal is to help owners preserve their interests and proceed with clarity.

 

Whether you are planning a voluntary wind-down or responding to a compulsory closure, our Keller business dissolution lawyers are prepared to guide you through the process. We help Texas business owners evaluate their options, manage the necessary steps, and complete a compliant and orderly exit.

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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.