Articles Of Revocation Of Dissolution (Texas)
This form revokes the dissolution of a corporation in Texas. The form provided here is simply a sample of what the actual Form 606 looks like.
Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
Articles Of Revocation Of Dissolution
Pursuant to the provisions of article 6.05 of the Texas Business Corporation Act, the undersigned corporation adopts the following articles of revocation of dissolution:
1. The name of the corporation is _________________
2. The file number is _________________
3. The date on which the dissolution became effective was _________________
4. The date on which the revocation of dissolution was authorized was Check either A or B in item 5 below:
5. ____ A. A written consent to revoke voluntary dissolution proceedings, A COPY OF WHICH IS ATTACHED, was signed by all the shareholders of the corporation, or was signed in their names by their attorneys thereunto duly authorized.
or
____ B. A resolution to revoke was adopted by the shareholders of the corporation on the following date:
________________________
The number of shares outstanding and entitled to vote, and voting for and against the revocation were as follows:
CLASS _______
SERIES _______
OUTSTANDING AND ENTITLED TO VOTE _________________
TOTAL VOTED FOR _________________
TOTAL VOTED AGAINST _________________
CLASS _______
SERIES _______
OUTSTANDING AND ENTITLED TO VOTE _________________
TOTAL VOTED FOR _________________
TOTAL VOTED AGAINST _________________
By _________________ Signature
_________________ Officer Title
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. The articles of revocation must be signed by an officer of the corporation. Prior to signing, please read the statements on this form carefully. A person commits an offense under the Texas Business Corporation Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.
2. If the articles of dissolution have been filed but have not become effective by reason of a noted future effective date, note "NOT APPLICABLE" in item number 3.
3. If item 5A is checked, a copy of the consent of all shareholders to revoke the dissolution proceedings must be attached.
4. This document must be received within 120 days of the date the certificate of dissolution was issued to the corporation by the secretary of state.
5. Enclose $15.00 remittance for the filing fee for the articles of revocation of dissolution. The check should be made payable to the secretary of state.
6. Two copies of the form along with the filing fee should be mailed to the address shown in the heading of this form. The delivery address is James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and, if a duplicate copy has been provided for such purpose, return a file stamped copy. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.
7. Before filing articles of revocation of dissolution, the secretary of state must determine that the corporation's name is still available. A preliminary determination of availability may be obtained by telephone at (512) 463-5555 or by e-mail at corpinfo.sos.state.tx.us/ This is only a preliminary clearance. The final decision on the name will be made when the document is submitted for filing. If the corporation name is unavailable, it will be necessary to file articles of amendment changing the name in order to file the articles of revocation of dissolution.
8. Corporations which have dissolved under article 6.01 of the Texas Business Corporation Act cannot file articles of revocation of dissolution since revocation requires adoption by shareholders.
9. Upon issuance of the certificate of revocation, the existence of the corporation shall be deemed to have continued without interruption.
10. The corporation should inquire of the comptroller of public accounts whether any tax returns or payments are due following revocation. Questions should be directed to the Comptroller of Public Accounts, Tax Assistance Section, Austin, Texas 78774-0100. The telephone number is (512) 463-4600. The toll-free number is (800) 252-1381. TDD: (800) 248-4099 or (512) 463-4621.
11. The foregoing form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the articles of revocation of dissolution.
Form No. 606
Revised 9/99