The commission may dissolve or authorize the dissolution of a corporation in accordance with this section and upon a finding that the existence of the corporation is no longer advisable.
  (1) Dissolution by commission.
    (A) If the commission determines that a corporation should be dissolved, two members of the commission shall execute articles of dissolution.
    (B) The articles of dissolution shall set forth:
      (i) the name of the corporation;
      (ii) the date of the meeting of the commission at which the order to dissolve the corporation was adopted;
      (iii) that all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor, or, if the corporation's property and assets are not sufficient to satisfy and discharge all its liabilities and obligations, that all the property and assets have been applied so far as they would go to the payment thereof in a just and equitable manner; and
      (iv) that there are no suits pending against the corporation, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.
  (2) Dissolution by Board.
    (A) The board shall dissolve the corporation when:
      (i) the Board determines that the purposes for which the corporation was formed have been substantially fulfilled or will not be accomplished;
      (ii) all obligations of the corporation have been paid; and
      (iii) the Board obtains written authorization from the commission.
    (B) The Board shall adopt a resolution to dissolve the corporation.
    (C) The Board shall present to the commission:
      (i) a final audit, conducted in compliance with §15.90 of this title (relating to Reports);
      (ii) proposed articles of dissolution which shall set forth:
        (I) the name of the corporation;
        (II) the date of the meeting of the Board at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors;
        (III) that all debts, obligation, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor, or, if the corporation's property and assets are not sufficient to satisfy and discharge all its liabilities and obligations, that all the property and assets have been applied so far as they would go to the payment thereof in a just and equitable manner;
        (IV) that all the remaining property and assets have been transferred to the commission in accordance with Transportation Code, §431.186; and
        (V) that there are no suits pending against the corporation, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit; and
      (iii) a check for all funds to be delivered to the commission in accordance with Transportation Code, §431.186.
    (D) If the commission approves the dissolution, the articles of dissolution shall be executed by the president or vice-president of the corporation and the secretary or assistant secretary of the corporation.

Source Note: The provisions of this §15.91 adopted to be effective January 1, 1997, 21 TexReg 11828.