Texas Comptroller of Public Accounts    STAR System


9803221R 



STATE OF TEXAS 
COMPTROLLER OF PUBLIC ACCOUNTS 
FRANCHISE TAX 


Section 3.568.  Changes in Corporate Organization.  (Tax Code, sec. 171.001 et. 
seq., Texas Business Corporation Act, Texas Limited Liability Company Act).

(a) Every domestic corporation seeking to dissolve under the Texas Business 
Corporation Act, Article 6.07, must obtain a certificate from the comptroller 
stating that all taxes administered by the comptroller have been paid through 
the effective date of such dissolution. Every domestic corporation seeking to 
dissolve under the Texas Business Corporation Act, Article 6.01, and every 
domestic limited liability company seeking to dissolve under the Texas Limited 
Liability Company Act, Article 6.08, must obtain a certificate from the 
comptroller stating that all franchise taxes have been paid through the 
effective date of such dissolution. Every foreign limited liability company 
seeking to withdraw under the Texas Limited Liability Company Act, Article 
7.10, and every foreign corporation seeking to withdraw under the Texas 
Business Corporation Act, Article 8.15, must obtain a certificate from the 
comptroller stating that all franchise taxes have been paid through the 
effective date of such withdrawal. 

(b) Every corporation and limited liability company is required to pay all 
franchise tax, penalty, and interest through the end of the privilege period 
containing the effective date of the dissolution, merger, withdrawal, or 
reinstatement. A refund will not be paid nor credit given to the entity for the 
period from the date of dissolution, merger, or withdrawal through the end of 
the privilege period. See sec. 3.565 of this title (relating to Survivors of 
Mergers) for possible credit to which a survivor of a merger may be entitled. 
See sec. 3.567 of this title (relating to Additional Tax on Earned Surplus) for 
information about the additional tax which must be paid before dissolution, 
merger, or withdrawal. 

(c) If a foreign corporation or limited liability company doing business in 
Texas is dissolved, merged out of existence, or otherwise terminated under the 
laws of its state of incorporation or organization, its franchise tax account 
will be closed as of the date of the dissolution, and tax must be paid through 
the end of the period in which the entity dissolved. See the Texas Business 
Corporation Act, Article 8.14C, and Texas Limited Liability Company Act, 
Article 7.09C, for requirements to notify the secretary of state. 

(d) Before the name of a corporation or limited liability company may be 
changed on the records of the comptroller, an amendment to the entity's charter 
or certificate of authority must be filed with the Texas secretary of state. A 
foreign corporation or limited liability company without a certificate of 
authority may change its name on the records of the comptroller by filing with 
the comptroller a copy of the name change document filed in the entity's home 
state. 

(e) An entity that was subject to franchise tax prior to conversion and that 
continues to be subject to franchise tax after conversion will not have a new 
beginning date for franchise tax purposes because of the conversion.  For an 
entity that becomes subject to franchise tax as a result of a conversion, the 
date of conversion will be the beginning date for franchise tax purposes.  In 
order for the Texas Secretary of State to issue a certificate of conversion, 
all franchise taxes must have been paid or the articles of conversion must 
provide that the converted entity will be liable for the payment of such 
franchise taxes.  See Texas Business Corporation Act, article 5.18.

Effective Date:  March 29, 1998
Filed with Secretary of State:  March 9, 1998


  
Comptroller of Public Accounts




ACCESSION NUMBER: 9803221R   
SUPERSEDED: N 
DOCUMENT TYPE: R 
DATE: 03/29/1998
TAX TYPE: FRANCHISE