Form 604 - Articles Of Dissolution Of A Professional Association
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4Form 604—General Information
(Articles of Dissolution of a Professional Association)
The attached form is designed to meet minimal statutory filing requirements pursuant to the
relevant code provisions. This form and the information provided are not substitutes for the advice
and services of an attorney and tax specialist.
Commentary
In accordance with section 18 of the Texas Professional Association Act (TPAA, article 1528f, Texas
Revised Civil Statutes), a Texas professional association dissolves in accordance with the provisions
contained in its articles of association, or, if there are no dissolution provisions in the articles, by two-
thirds vote of its members.
Instructions for Form
Items 1-2—Entity Information: The articles of dissolution of a professional association must
contain the legal name of the association and the address of the association. It is recommended that
the file number assigned by the secretary of state be provided to facilitate processing of the
instrument.
Item 3—Board of Directors Information: Set forth the name and address of each member of the
board of directors of the association. If the professional association is governed by an executive
committee, rather than a board of directors, set forth the name and address of each member of the
committee.
If the space provided is not sufficient, include the additional information as an
attachment to the form.
Item 4—Officer Information: Set forth the name and address of each officer of the association.
The officers of a professional association shall include a president, vice-president, secretary, and
treasurer. Any one person can serve in more than one office. However, the same person cannot hold
the office of president and secretary unless the association has only one member.
Please note that a document on file with the secretary of state is a public record that is subject to public
access and disclosure. When providing address information for officers and directors, use a business or
post office box address rather than a residence address if privacy concerns are an issue.
Item 5—Manner of Dissolution: A Texas professional association dissolves in accordance with
the provisions contained in its articles of association, or by two-thirds vote of its members if its
articles do not contain provisions regarding the dissolution of the association. Select either option A
or option B, as applicable.
Item 6—Tax Certificate: The articles of dissolution must be accompanied by a certificate of
account status from the Texas Comptroller of Public Accounts indicating that all taxes administered
by the Comptroller under Title 2, Tax Code have been paid. Please note that the Comptroller issues
many different types of certificates of account status. Do not attach a certificate or print-out
obtained from the Comptroller’s web site as this does not meet statutory requirements. You need to
attach form #05-305, which is obtained directly from a Comptroller of Public Accounts
representative.
Form 607
Form 607
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