Texas Business Organizations Code - Section 11.152. Continuation Of Business Without Winding Up
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§ 11.152. CONTINUATION OF BUSINESS WITHOUT WINDING
UP. (a) Subject to Subsections (c) and (d), a domestic entity to
which an event requiring the winding up of the entity occurs as
specified by Section 11.051(3) or (4) may cancel the event
requiring winding up in the manner specified in the title of this
code governing the domestic entity not later than the first
anniversary of the date of the event requiring winding up or an
earlier period prescribed by the title of this code governing the
domestic entity.
(b) A domestic entity to which an event requiring winding up
as specified in Section 11.051(1) occurs may cancel the event
requiring winding up by amending its governing documents in the
manner provided by this code, not later than the third anniversary
of the date of the event requiring winding up or an earlier date
prescribed by the title of this code governing the domestic entity,
to extend the period of its duration. The expiration of the period
of its duration does not by itself create a vested right on the part
of an owner, member, or creditor of the entity to prevent the
extension of its existence. An act undertaken or a contract entered
into by a terminated entity during a period in which the entity
could have extended its existence under this section is not
invalidated by the expiration of the period of the entity's
duration, regardless of whether the entity has taken any action to
extend its existence.
(c) A domestic entity may not cancel an event requiring
winding up specified in Section 11.051(3) and continue its business
if the action is prohibited by the entity's governing documents or
the title of this code governing the entity.
(d) A domestic entity may cancel an event requiring winding
up specified in Section 11.051(4) and continue its business only if
the action:
(1) is not prohibited by the entity's governing
documents; and
(2) is expressly authorized by the title of this code
governing the entity.
(e) On cancellation of an event requiring winding up under
this section, the domestic entity may continue its business.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 11.059 11.101 11.102 11.103 11.104 11.105 11.151 11.152 11.153 11.201 11.202 11.203 11.204 11.205 11.206
Last modified: August 11, 2007
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