Can I Get My Corporation Up to Date With Filings if Its Been Inactive?
It may be possible to update the standing of the corporation with the secretary of state, but there may be other issues to be dealt with, such as filing of back taxes, etc. Despite inactivity, tax returns must still be filed. It may also be possible to updat the corporate records. We suggest you contact a local attorney who can review all the facts and documents involved.
Inactive status is applied to a name that was the last legal or fictitious name in use by an entity before a change in entity status from active [e.g., "in existence"] to inactive [e.g., "forfeited existence," "terminated," "voluntarily dissolved," etc.].
Delinquent is an active status indicating that a professional association has failed to submit its annual statement by June 30, and has not yet been involuntarily dissolved.
Voluntarily Dissolved or Voluntarily Terminated is an inactive status indicating that a Texas entity has filed articles of dissolution or a certificate of termination to terminate its existence.
Withdrawn is an inactive status indicating that a foreign entity has surrendered its authority to transact business in Texas by filing an application for withdrawal, or a registered limited liability company has surrendered its registration prior to expiration of its term by filing a notice of withdrawal.
When the owners, members or governing authority of a domestic filing entity have determined that the existence of the entity should terminate, or there is an occurrence of an event specified in the governing documents requiring the winding up, dissolution or termination of the domestic entity, the entity should follow the procedures for winding up the business and affairs of the entity in the manner provided in chapter 11 of the Texas Business Organizations Code (BOC) and in the BOC title governing the entity type. On completion of the winding up process, a filing entity must file a certificate of termination with the secretary of state.
Please see the following TX statutes:
§ 21.501 BUS. ORG. Approval of Voluntary Winding Up, Reinstatement, or Revocation of Voluntary Winding Up
A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event requiring winding up under Section 11.152(a), or revocation of a voluntary decision to wind up in accordance with Section 11.151 by complying with one of the procedures prescribed by this subchapter.
§ 11.051 BUS. ORG. Event Requiring Winding Up of Domestic Entity
Winding up of a domestic entity is required on:
(1) the expiration of any period of duration specified in the domestic entity's governing documents;
(2) a voluntary decision to wind up the domestic entity;
(3) an event specified in the governing documents of the domestic entity requiring the winding up, dissolution, or termination of the domestic entity, other than an event specified in another subdivision of this section;
(4) an event specified in other sections of this code requiring the winding up or termination of the domestic entity, other than an event specified in another subdivision of this section; or
(5) a decree by a court requiring the winding up, dissolution, or termination of the domestic entity, rendered under this code or other law.