Nonprofit Corporation Voluntary Dissolution Filing Requirements in Texas

At a glance

Requirements one by one

Governing law and agency

Chapter 22 applies to domestic nonprofit corporations (§ 22.001). Section 22.301 connects nonprofit authorization to Chapter 11 winding-up and reversal rules. The final certificate is filed under Chapter 4 with the Secretary of State (§§ 11.101 and 4.001).

The organizer shortcut has several conditions

Sections 22.164(d) and 22.302(1)(B) permit approval by a majority of organizers or directors in office when the corporation has no voting members, holds no assets, has solicited no assets and has otherwise engaged in no activities. An organization that already sought donations does not satisfy those stated conditions merely because it currently has no money.

Distinguish the board proposal from final approval

With voting members, the board approves a resolution recommending winding up and directing submission to an annual or special member meeting (§ 22.302(3)). The ordinary board act requires a majority present in person or by proxy at a meeting with quorum, unless governing documents require more; a director represented by proxy does not count toward quorum (§§ 22.213–.214).

Without voting members, the substantive approval requires a majority of directors in office (§ 22.164(b)(3)). That differs from the ordinary majority-present board rule. If the certificate of formation vests management in members, § 22.302(2) sends the action directly to an annual, regular or special member meeting; § 22.202 identifies that management structure.

Count voting entitlement and entitled classes

Section 22.164(b)(1) ordinarily requires at least two-thirds of votes that members present in person or by proxy are entitled to cast. The member-managed route uses two-thirds of the votes of members present. A separately entitled class must also supply its own two-thirds represented-vote approval (§ 22.164(c)). A greater proportion in the certificate of formation controls under § 22.162.

The default member quorum is one-tenth of votes entitled to be cast, represented in person or by proxy, unless the certificate or bylaws provide otherwise (§ 22.159).

Section 6.201 permits unanimous written consent stating the action. Section 6.202 allows less-than-unanimous member consent when the certificate of formation authorizes it, using the minimum vote necessary if every entitled member were present and voting. Its signatures have a 60-day collection limit, and prompt notice goes to nonconsenting members. These routes have their own effective-time and delivery rules.

Notice and the distribution plan are separate steps

Section 22.303 requires written notice to every entitled voter identifying winding up as a meeting purpose, using Chapter 6 and Chapter 22 timing and delivery. Ordinary nonchurch member-meeting notice is 10–60 days before the meeting (§ 22.156(a)). For member-managed corporations, § 22.303(d) makes the notice subject to the certificate or bylaws. Section 22.156(b) separately addresses church-meeting notice.

During winding up, send written notice to each known claimant (§ 11.052). A distribution plan must be adopted for asset transfers for which Chapter 22 requires one (§ 22.305). Its approval follows §§ 22.301–.303; a member-meeting notice includes the proposed plan or a summary.

File after completing winding up

Section 11.101 requires a certificate of termination after the winding-up process is complete. It identifies the entity, governing persons and their addresses, Secretary of State file number, event requiring winding up, and compliance with the code's winding-up provisions, plus other required information.

An officer ordinarily signs under § 20.001(a). The eligible unused-corporation route allows one organizer or one director to sign if the organizers or board authorized winding up under § 22.302(1)(B). Section 4.001 governs authorized signature and delivery.

The comptroller tax certificate requirement in § 11.101(b) expressly excepts nonprofit corporations. That attachment exception does not itself resolve tax liabilities or charitable-registration closure.

The nonprofit fee and delayed effectiveness are specific

Section 4.153(5) sets a $5 certificate-of-termination fee for nonprofit corporations. Sections 11.102 and 4.051 make termination effective on filing by default. Sections 4.052–.053 permit specified delayed dates, times or future events, bounded by the 90th day after signing; the instrument must state the required delayed-effectiveness information.

Revocation and reinstatement use different routes

Before termination takes effect, § 11.151 permits revoking the voluntary winding-up decision using the nonprofit approval procedures in §§ 22.301–.303 and the fundamental-action votes in § 22.164. The corporation may then continue its business.

After termination, §§ 11.201–.202 instead require a statutory reinstatement ground, nonprofit approval and a certificate of reinstatement. Grounds include mistake or inadvertence, missing required governing-person approval, incomplete winding up, or existence needed for specified property, claim or document acts. Effective reinstatement treats existence as uninterrupted under § 11.206. Ordinary reconsideration of a completed termination is therefore a different question from revoking a decision while winding up.

Remaining powers and the asset boundary

A voluntary decision triggers winding up (§ 11.051). Section 11.052 requires action as soon as reasonably practicable, limits continued business to winding up, and permits litigation during the process. Directors manage winding up unless management is vested in members (§ 22.307).

Section 11.356 gives a terminated filing entity three years of limited existence for litigation, surviving claims, property and unfinished affairs; a timely existing-claim action can extend the specified survival purposes.

Section 22.304 requires return or transfer of property held on a condition triggered by winding up or termination. Unless the certificate provides otherwise, remaining property goes for tax-exempt purposes to the specified tax-exempt or governmental organizations under an adopted distribution plan. A court addresses property left after that distribution. Particular trust, donor and recipient questions require separate review.

What trips people up

The delayed-effectiveness ceiling in § 4.053 runs from signing, rather than the filing date. The same provision prohibits specifying the time as “12:00 a.m.” or “12:00 p.m.”

Common questions

Can the organization defend a case while winding up?

Section 11.052(b) expressly permits prosecuting or defending a civil, criminal or administrative action during that process.

Does a reinstatement certificate need registered-agent information?

Yes. Section 11.202(d) requires the registered agent's name and registered-office address, along with the entity name, file number, termination date and approval statement.

Statutes and sources

Sources accessed September 29, 2026. Verbatim passages appear in the source records above.

• Tex. Bus. Orgs. Code § 22.001 — official source.
• Tex. Bus. Orgs. Code § 22.164 — official source.
• Tex. Bus. Orgs. Code § 22.162 — official source.
• Tex. Bus. Orgs. Code § 22.159 — official source.
• Tex. Bus. Orgs. Code § 22.156 — official source.
• Tex. Bus. Orgs. Code § 22.202 — official source.
• Tex. Bus. Orgs. Code § 22.213 — official source.
• Tex. Bus. Orgs. Code § 22.214 — official source.
• Tex. Bus. Orgs. Code § 22.301 — official source.
• Tex. Bus. Orgs. Code § 22.302 — official source.
• Tex. Bus. Orgs. Code § 22.303 — official source.
• Tex. Bus. Orgs. Code § 22.304 — official source.
• Tex. Bus. Orgs. Code § 22.305 — official source.
• Tex. Bus. Orgs. Code § 22.307 — official source.
• Tex. Bus. Orgs. Code § 11.051 — official source.
• Tex. Bus. Orgs. Code § 11.052 — official source.
• Tex. Bus. Orgs. Code § 11.101 — official source.
• Tex. Bus. Orgs. Code § 11.102 — official source.
• Tex. Bus. Orgs. Code § 11.151 — official source.
• Tex. Bus. Orgs. Code § 11.201 — official source.
• Tex. Bus. Orgs. Code § 11.202 — official source.
• Tex. Bus. Orgs. Code § 11.206 — official source.
• Tex. Bus. Orgs. Code § 11.356 — official source.
• Tex. Bus. Orgs. Code § 4.001 — official source.
• Tex. Bus. Orgs. Code § 4.051 — official source.
• Tex. Bus. Orgs. Code § 4.052 — official source.
• Tex. Bus. Orgs. Code § 4.053 — official source.
• Tex. Bus. Orgs. Code § 20.001 — official source.
• Tex. Bus. Orgs. Code § 6.201 — official source.
• Tex. Bus. Orgs. Code § 6.202 — official source.
• Tex. Bus. Orgs. Code § 4.153(5) — official source.