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Texas Business Organizations Code - Section 11.253. Reinstatement By Secretary Of State After Involuntary Termination

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 11.253. Reinstatement By Secretary Of State After Involuntary Termination

§ 11.253. REINSTATEMENT BY SECRETARY OF STATE AFTER 
INVOLUNTARY TERMINATION.  (a) The secretary of state shall 
reinstate a filing entity that has been involuntarily terminated 
under this subchapter if the entity files a certificate of 
reinstatement in accordance with Chapter 4 and:
		(1)  the entity has corrected the circumstances that 
led to the involuntary termination and any other circumstances that 
may exist of the types described by Section 11.251(b), including 
the payment of fees, interest, or penalties;  or
		(2)  the secretary of state finds that the 
circumstances that led to the involuntary termination did not exist 
at the time of termination.
	(b)  A certificate of reinstatement filed under Subsection 
(a) must contain: 
		(1)  the name of the filing entity;                                           
		(2)  the filing number assigned by the filing officer 
to the entity;        
		(3)  the effective date of the involuntary termination;                       
		(4)  a statement that the circumstances giving rise to 
the involuntary termination have been corrected;  and
		(5)  the name of the entity's registered agent and the 
address of the entity's registered office.
	(c)  A certificate of reinstatement must be accompanied by 
each amendment to the entity's certificate of formation that is 
required by intervening events, including circumstances requiring 
an amendment to the filing entity's name as described in Section 
11.203.
	(d)  If a filing entity is reinstated before the third 
anniversary of the date of its involuntary termination, the entity 
is considered to have continued in existence without interruption 
from the date of termination.  The reinstatement shall have no 
effect on any issue of personal liability of the governing persons, 
officers, or agents of the filing entity during the period between 
termination and reinstatement.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007