Texas Business Organizations Code - Section 11.301. Involuntary Winding Up And Termination Of Filing Entity By Court Action
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Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 11.301. Involuntary Winding Up And Termination Of Filing Entity By Court Action
§ 11.301. INVOLUNTARY WINDING UP AND TERMINATION OF
FILING ENTITY BY COURT ACTION. (a) A court may enter a decree
requiring winding up of a filing entity's business and termination
of the filing entity's existence if, as the result of an action
brought under Section 11.303, the court finds that one or more of
the following problems exist:
(1) the filing entity or its organizers did not comply
with a condition precedent to its formation;
(2) the certificate of formation of the filing entity
or any amendment to the certificate of formation was fraudulently
filed;
(3) a misrepresentation of a material matter has been
made in an application, report, affidavit, or other document
submitted by the filing entity under this code;
(4) the filing entity has continued to transact
business beyond the scope of the purpose of the filing entity as
expressed in its certificate of formation; or
(5) public interest requires winding up and
termination of the filing entity because:
(A) the filing entity has been convicted of a
felony or a high managerial agent of the filing entity has been
convicted of a felony committed in the conduct of the filing
entity's affairs;
(B) the filing entity or high managerial agent
has engaged in a persistent course of felonious conduct; and
(C) termination is necessary to prevent future
felonious conduct of the same character.
(b) Sections 11.302-11.307 do not apply to Subsection
(a)(5).
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 11.204 11.205 11.206 11.251 11.252 11.253 11.254 11.301 11.302 11.303 11.304 11.305 11.306 11.307 11.308
Last modified: August 11, 2007
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